Common use of Sales and Lease-Backs Clause in Contracts

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereof, whether an Operating Lease or a Capitalized Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereof, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 6.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers Lessee shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Lessee or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Lessee or any of its Restricted Subsidiaries) or (ii) that Company which Lessee or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Lessee or any of its Restricted Subsidiaries to any Person (other than Company Lessee or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Lessee and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Lessee or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesubsection 7(i).

Sales and Lease-Backs. No Principal Company and Borrowers shall notwill, and shall not no Principal Company will permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease, Synthetic Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (ia) that such Principal Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than such Principal Company or any of its Restricted Subsidiaries) or (iib) that such Principal Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by such Principal Company or any of its Restricted Subsidiaries to any Person (other than such Principal Company or any of its Restricted Subsidiaries) in connection with such lease; provided that such Principal Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that such Principal Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease pursuant to the extent that the transaction would be permitted under Section 8.110.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers Lessee shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Lessee or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Lessee or any of its Restricted Subsidiaries) or (ii) that Company which Lessee or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Lessee or any of its Restricted Subsidiaries to any Person (other than Company Lessee or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Lessee and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Lessee or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.subsection 7(i). 57

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that (a) Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Florists’ Transworld Delivery, Inc. may sell, and become and remain liable as lessee with respect to a lease for, its headquarters located at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx, so long as the Net Asset Sale Proceeds resulting therefrom are applied to prepay the Loans and/or reduce permanently the Revolving Loan Commitment Amount in an amount equal to such proceeds.

Sales and Lease-Backs. Company and Borrowers The Lessee shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company the Lessee or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company the Lessee or any of its Restricted Subsidiaries) or (ii) that Company the Lessee or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company the Lessee or any of its Restricted Subsidiaries to any Person (other than Company the Lessee or any of its Restricted Subsidiaries) in connection with such lease; provided provided, that Company the Lessee and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company the Lessee or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesubsection 7(i).

Sales and Lease-Backs. Company and Borrowers Holdings shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain -------- liable as lessee, guarantor or other surety with respect to any such lease with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquiredacquired in an aggregate amount in excess of $500,000, (i) that Company Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1clauses (iii) and (vii) of subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.. 113

Sales and Lease-Backs. Company and Borrowers shall notNo Loan Party will, and shall not nor will it permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereof, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (ia) that Company or any of its the Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (iib) that Company or any of its the Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its the Restricted Subsidiaries to any Person (other than Company or any of its the Restricted Subsidiaries) in connection with such lease; provided that (i) such lease is a Capital Lease and (ii) Company and its the Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease Capital Lease if and to the extent that Company or any of its the Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, 6.1 assuming the sale and lease lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. The Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease operating lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that the Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than the Company or any of its Restricted Subsidiaries) or (ii) that the Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by the Company or any of its Restricted Subsidiaries to any Person (other than the Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company so long as no Event of Default has occurred and its Restricted Subsidiaries may become and remain liable as lesseeis continuing or shall be caused thereby, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, may sell and become and remain liable underas lessee with respect to a lease for (x) the Company’s headquarters located at 0000 Xxxxxxxxx Xxxxx, such lease to Xxxxxxx Xxxxx, Xxxxxxxx and (y) any real property owned by the extent that the transaction would be permitted under Section 8.1Company or its Restricted Subsidiaries and located in Sleaford, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the saleEngland.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and nor shall not it permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted SubsidiariesGuarantor) or (ii) that Company which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted SubsidiariesGuarantor) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.9, assuming the sale and lease back transaction constituted Indebtedness Borrower and its Subsidiaries may become and remain liable as lessee in connection with a principal amount equal to the gross proceeds of the saleThird Party Financing.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor) or (ii) that Company or any of its Restricted Subsidiaries Subsidiary Guarantors intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries Subsidiary Guarantors to any Person (other than Company or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries, as permitted by subsection 7.7 hereof) or (ii) that Company which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries, as permitted by subsection 7.7 hereof) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesubsection 7.9.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease, unless the Net Asset Sale Proceeds from all such sales do not exceed $200,000,000 in the aggregate; provided and to the extent that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if lease, and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease obligations are non-recourse to the extent that assets of Borrower or its Subsidiaries against Borrower or its Subsidiaries (other than the transaction would be permitted under Section 8.1, assuming leasehold estate and the sale and assets of any special purpose entity established to incur such lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the saleobligations).

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsections 7.1 (x), assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.4(ix) or 7.9.

Sales and Lease-Backs. Company and The Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrowers or any of its their Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company which Borrowers or any of its their Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company the Borrowers or any of their Restricted Subsidiaries to any Person in connection with such lease, except that (a) the Borrowers and their Restricted Subsidiaries may enter into sale-leaseback transactions in connection with any Non-Recourse Financing permitted hereunder to the extent that the assets subject to such sale-leaseback are acquired contemporaneously with, or within 180 days prior to, such Non-Recourse Financing or such other financings and with the proceeds thereof and no Borrower nor any of its Restricted Subsidiaries to theretofore held any Person interest in such asset, and (other than Company or any of its Restricted Subsidiariesb) in connection with such lease; provided that Company and its Restricted Subsidiaries LCR may become enter into and remain liable as lessee, guarantor or other surety with respect to any such lease if under the Master Lease and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and Venetian may remain liable under, such lease to under the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salePhase I Mall Operative Documents.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquiredacquired in an aggregate amount in excess of $500,000, (i) that Company Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1clauses (iii) and (vi) of subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease (A) in connection with the Sales and Leaseback Transactions, if such Sales and Leaseback Transactions are completed on or prior to August 15, 1997, and the Additional Sales and Leaseback Transactions and (B) with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesubsection 7.9.

Sales and Lease-Backs. The Company and Borrowers shall will not, and shall will not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating operating lease, Synthetic Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (ia) that the Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than the Company or any of its Restricted Subsidiaries) or (iib) that the Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by the Company or any of its Restricted Subsidiaries to any Person (other than the Company or any of its Restricted Subsidiaries) in connection with such lease; provided that the Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that the Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.110.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and -------- remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1 (ix), assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.4(x) or 7.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company Borrowers or any of its Restricted their Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrowers or any of its Restricted their Subsidiaries) or (ii) that Company Borrowers or any of its Restricted their Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrowers or any of its Restricted their Subsidiaries to any Person (other than Company Borrowers or any of its Restricted their Subsidiaries) in connection with such lease; provided that Company Borrowers and its Restricted their -------- Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrowers or any of its Restricted their Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may -------- become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1 (ix), assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.4(x) or 7.9.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesubsection 7.9.

Sales and Lease-Backs. Company and Borrowers Holdings shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company Holdings or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than the Company or any of its Restricted Subsidiaries) or (ii) that Company Holdings or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Holdings or any of its Restricted Subsidiaries to any Person (other than the Company or any of its Restricted Subsidiaries) in connection with such lease; provided that the Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that the Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain 122 CREDIT AGREEMENT liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming that the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale; and provided further, that all amounts owing under any such lease shall constitute Indebtedness for the purpose of calculating compliance with the covenants set forth in this Section 7; and provided further, that the aggregate amount of the fair market value of all properties sold or transferred under this subsection 7.5 during the term of this Agreement shall not exceed $50,000,000.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereof, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 6.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Each of Holdings and Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries such Subsidiary has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiariesthe Subsidiaries that is a Subsidiary Guarantor) or (ii) that Company or any of its Restricted Subsidiaries Subsidiary Guarantors intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries Subsidiary Guarantors to any Person (other than Company or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor) in connection with such lease; provided that Company and its Restricted Holdings’ Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted such Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquiredacquired in an aggregate amount in excess of $500,000, (i) that Company Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that Company Borrower and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1clauses (iii) and (vii) of subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that which Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease agreement if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease agreement to the extent that the transaction would be permitted under Section 8.1subsection 6.1, assuming the (regardless of whether in fact such lease is an Operating Lease or a Capital Lease) if a sale and lease back transaction constituted transaction, it would constitute Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers The Obligors shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, acquired (iother than leases of Aircraft Related Equipment) that Company which (a) the Obligors or any of its their Restricted Subsidiaries has have sold or transferred or is are to sell or transfer to any other Person (other than Company an Obligor or any of its their Restricted Subsidiaries) or (iib) that Company the Obligors or any of its their Restricted Subsidiaries intends intend to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company the Obligors or any of its their Restricted Subsidiaries to any Person (other than Company the Obligors or any of its their Restricted Subsidiaries) in connection with such lease; provided provided, that Company the Obligors and its their Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, the annual aggregate rentals under all such lease to the extent that the transaction would be permitted under Section 8.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the saleleases does not exceed $5,000,000.

Sales and Lease-Backs. Company and Borrowers Borrower shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Borrower or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Restricted Subsidiaries) or (ii) that Company which Borrower or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that which has been or is to be sold or transferred by Company Borrower or any of its Restricted Subsidiaries to any Person (other than Company Borrower or any of its Restricted Subsidiaries) in connection with such lease; provided that Company Borrower and its Restricted Subsidiaries may -------- become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1 (ix), assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale7.4(x) or 7.9.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereof, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 6.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that (a) Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the salesale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Florists' Transworld Delivery, Inc. may sell, and become and remain liable as lessee with respect to a lease for, its headquarters located at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx, so long as the Net Asset Sale Proceeds resulting therefrom are applied to prepay the Loans and/or reduce permanently the Revolving Loan Commitment Amount in an amount equal to such proceeds.

Sales and Lease-Backs. Company and Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or their Restricted Subsidiaries to indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease entered into after the date hereoflease, whether an Operating Lease or a Capitalized Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Restricted Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Restricted Subsidiaries) or (ii) that Company or any of its Restricted Subsidiaries intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by Company or any of its Restricted Subsidiaries to any Person (other than Company or any of its Restricted Subsidiaries) in connection with such lease; provided PROVIDED that Company and its Restricted Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease (a) with respect to equipment purchased by Company or a Subsidiary of Company within 60 days prior to entering into such Lease or (b) if and to the extent that Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Section 8.1subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale.