Common use of Sales and Lease-Backs Clause in Contracts

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its 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 Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that (a) Company and its 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 Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale 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 Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a 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 (a) 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 (x) Borrower or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable under, such lease lease, and sell such asset, under subsections 7.1 and 7.7, (y) any proceeds of any related Asset Sale is, to the extent that applicable, applied to the transaction would be permitted repayment of the Loans and other Obligations to the extent required under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale 2.4B(iii)(a) and (bz) so long as no Event the fair market value of Default has occurred all assets sold and is continuing or shall be caused thereby, Florists’ Transworld Delivery, Inc. may sell, and become and remain liable as lessee with respect thereafter subjected 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 proceedsleases described above does not exceed $50,000,000.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its 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 Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that (a) Company and its Subsidiaries (other than Dormant 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 Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under by subsection 7.1, assuming the sale and lease lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Florists’ Transworld Delivery, Inc. Company or any of its Subsidiaries may sell, sell and become and remain liable as lessee with respect to a lease for, its for (x) Company’s headquarters located at 0000 3000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XxxxxxxxXxxxxxxx and (y) any real property owned by Company or its Subsidiaries and located in Sleaford, England, in each case, 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 Except as set forth on Schedule 6.10, no Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (ia) that Company or any of its Subsidiaries has sold or transferred or is to sell or to transfer to any other Person (other than Company Borrower or any of its Subsidiaries) ), or (iib) that Company or any of its 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 Subsidiaries such Credit Party to any Person (other than Company Borrower or any of its Subsidiaries) in connection with such lease; provided that , unless (a) Company the Borrower shall be in compliance, on a pro forma basis after giving effect to the consummation of the Sale and its Subsidiaries may become Leaseback Transaction and remain liable the application of the proceeds thereof, with the Leverage Ratio set forth in subsection 6.7, recomputed as lessee, guarantor or other surety with respect at the last day of the most recently ended Fiscal Quarter of the Borrower for which the relevant information is available as if such Sale and Leaseback Transaction had been consummated on the first day of the relevant period for testing such compliance (such calculation to any such lease if be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the extent that Company Administrative Agent signed by an Authorized Officer of the Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such Sale and Leaseback Transaction), (b) the lease entered into by the Borrower or any of its Subsidiaries would in connection with such Sale and Leaseback Transaction is either (i) a Capital Lease or (ii) a lease the payments under which will be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds treated as an operating expense for purposes of the sale determining Consolidated Adjusted EBITDA and (bc) 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 100% of the Net Cash Proceeds of such proceedsSale and Leaseback Transaction is applied in accordance with Section 2.14(a).

Sales and Lease-Backs. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a 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 Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Borrower or any of its Subsidiaries) or (ii) that Company Borrower or any of its 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 Subsidiaries to any Person (other than Company Borrower or any of its Subsidiaries) in connection with such lease; provided PROVIDED that (a) Company Borrower and its 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 Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under clauses (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 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.sale. 113

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of EXECUTION VERSION its Subsidiaries) or (ii) that Company or any of its 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 Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided provided, however, that (a) Company and its Subsidiaries may become engage in such sale and remain liable as lesseelease-back transactions if all of the following conditions are satisfied: (a) any asset sold or otherwise transferred and leased back in such transaction by Company and its Subsidiaries was acquired in connection with the development of a Xxxx’x Xxxxx restaurant, guarantor (b) such sale and lease-back transaction is consummated no later than one year after the opening of such Xxxx’x Xxxxx restaurant, (c) in the case of such transactions involving the sale or other surety with respect to any such lease if and to the extent that transfer of assets owned by Company or any of its Subsidiaries would be permitted on or prior to enter intothe Restatement Date, the proceeds of such sale or transfer are promptly applied as required by subsection 2.4A(iii)(a), and remain liable under, (d) in the case of such lease transactions involving the sale or other transfer of assets not owned by Company or any of its Subsidiaries on or prior to the extent that Restatement Date, the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the such sale 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 transfer are promptly applied by Company to prepay the outstanding Revolving Loans and/or reduce permanently (without a reduction in the Revolving Loan Commitment Amount Amount) to the full extent thereof in an amount equal to such proceedsaccordance with subsection 2.4A(i).

Sales and Lease-Backs. Company Except for leases described on Schedule 6.1(i), no Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (ia) that Company or any of its Subsidiaries has sold or transferred or is to sell or to transfer to any other Person (other than Company Holdings or any of its Subsidiaries) ), or (iib) that Company or any of its 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 Subsidiaries such Credit Party to any Person (other than Company Holdings or any of its Subsidiaries) in connection with such lease (it being acknowledged that equipment and other personal property first acquired in the ordinary course of business of Company and its Subsidiaries in connection with, and not more than 180 days prior to the commencement of, a Capital Lease or operating lease otherwise permitted by this EXECUTION 110 Agreement is not considered a sale and lease-back governed by this Section 6.11 or an Asset Sale); provided provided, that (a) Company and its 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 applicable lessee, guarantor or any of its Subsidiaries other surety would not be permitted to enter prohibited under Section 6.1 from entering into, and remain remaining liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the lease. The sale and lease back transaction constituted shall be deemed to be (i) the sale of the asset subject to such transaction (and any Net Asset Sale Proceeds arising from such sale shall be subject to application by the Company or its Subsidiaries pursuant to Section 2.14(a)), and (ii) the incurrence of Indebtedness in a principal amount equal to the gross proceeds amount of any liability for the lease shown (or required to be shown) on the consolidated balance sheet of the sale Company 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 its Subsidiaries in accordance 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 proceedsGAAP.

Sales and Lease-Backs. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which Holdings or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company Holdings or any of its Subsidiaries) or (ii) that Company which Holdings or any of its 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 Holdings or any of its Subsidiaries to any Person (other than Company Holdings or any of its Subsidiaries) in connection with such lease; provided that (a) each of Holdings and Company and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that Holdings, Company or any of its their Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale 7.9 and (b) so long as no Event of Default has occurred and is continuing or shall be caused therebyadditionally, Florists’ Transworld Delivery, Inc. may sell, and become and remain liable as lessee with respect to any such lease with respect to a lease forPlanned Improvement Property, its headquarters the proceeds of which are to be principally used to remodel, expand, renovate or otherwise improve a store located at 0000 Xxxxxxxxx Xxxxxon such Planned Improvement Property, Xxxxxxx Xxxxx(i) the amount of the sales price for such Planned Improvement Property shall not be less than 70% of the fair market value of such Planned Improvement Property, Xxxxxxxx, so long as (ii) the Net Asset Sale Proceeds resulting therefrom are proceeds of such sales price shall be applied to prepay the Loans and/or permanently reduce permanently the Revolving Loan Commitment Amount in an amount equal Commitments to the extent required by subsection 2.4B(iii)(a) or to remodel, expand, renovate or improve such store within two years of such sale and (iii) after giving effect to such proceedssale, the aggregate amount of all Planned Improvement Financed Amounts received by Company and its Subsidiaries pursuant to this clause (b) or subsection 7.1(xiv) shall not exceed $80,000,000.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that which Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that which Company or any of its 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 Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided PROVIDED that (a) Company and its 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 Subsidiaries would be (i) such lease, if a Capital Lease, is permitted pursuant to enter intosubsection 7.1(iii), and remain liable under, such lease to (ii) the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount consideration received is at least equal to the gross proceeds fair market value of the sale property sold as determined in good faith by Company's Board of Directors; PROVIDED prior consent of the Board of Directors was obtained if such fair market value was determined to be in excess of $1 million and (biii) 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 derived from the sale/leaseback of such sold properties or assets owned by the Company or its Subsidiaries shall be applied to prepay the Loans and/or reduce permanently commitments pursuant to subsection 2.4B(iii)(a) without regard to any reinvestment of such Net Asset Sale Proceeds otherwise permitted under such subsection. o SALE OR DISCOUNT OF RECEIVABLES. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the Revolving Loan Commitment Amount face value thereof, any of its notes or accounts receivable; PROVIDED that Company may discount accounts receivable arising under letters of credit with respect to deferred customer financing in an the ordinary course 143 of business so long as the aggregate amount equal to of such proceedsdiscount does not exceed $2 million in any Fiscal Year.

Sales and Lease-Backs. Company The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (ia) that Company which the Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company the Borrower or any of its Subsidiaries) or (iib) that Company which the Borrower or any of its 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 Borrower or any of its Subsidiaries to any Person (other than Company the Borrower or any of its Subsidiaries) in connection with such lease; provided that (ai) Company the Borrower and its Subsidiaries may remain liable as lessee or as a guarantor or other surety with respect to any lease entered into by the Borrower or any such Subsidiary prior to the Closing Date and set forth on Schedule 6.8-1 annexed hereto, (ii) to the extent such sale and lease-back transaction relates to properties or assets owned by the Borrower or any of its Subsidiaries as of the Closing Date and set forth on Schedule 6.8-2 or acquired by the Borrower or any of its Subsidiaries after the Closing Date, the Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and new leases that would otherwise be prohibited by this Section 6.8 to the extent that Company (A) such lease, if a Capital Lease, is permitted pursuant to Section 6.1(c), (B) the consideration received is at least equal to the fair market value of the property sold as determined in good faith by the Borrower’s board of directors or a duly-appointed executive committee thereof, (C) such sale and lease-back transaction occurs within 270 days of the acquisition or completion of construction, improvement or remodeling, as the case may be, of such property or asset by the Borrower or any of its Subsidiaries would be permitted Subsidiaries; (D) the aggregate amount of assets sold pursuant to enter into, all sales and remain liable under, lease-backs (excluding the properties listed on Schedule 6.8-2 and properties acquired in Permitted Acquisitions that are made subject to sale leaseback transactions contemplated at the time of such lease Permitted Acquisitions with respect to such properties) made after the extent that Closing Date shall not exceed $20,000,000 and (E) the transaction would be permitted under subsection 7.1, assuming Net Cash Proceeds derived from the sale and lease back transaction constituted Indebtedness leaseback of such sold properties or assets owned by the Borrower and its Subsidiaries shall be applied in a principal amount equal accordance with Section 2.8(b)(ii) and (iii) without limiting the foregoing terms of this Section 6.8, the Borrower and its Subsidiaries shall have the right to the gross proceeds subject existing properties of the sale Borrower and (b) so long as no Event of Default has occurred and is continuing its Subsidiaries or shall be caused thereby, Florists’ Transworld Delivery, Inc. may sell, and become and remain liable as lessee with respect properties acquired in Permitted Acquisitions to a lease for, its headquarters located at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx, so long as the Net Asset Permitted Sale Proceeds resulting therefrom Leaseback Transactions in exchange for properties that are applied already subject to prepay the Loans and/or reduce permanently the Revolving Loan Commitment Amount such Permitted Sale Leaseback Transactions in an aggregate amount equal not to such proceedsexceed $5,000,000 in value for the exchanged properties during any fiscal year and $15,000,000 in value for the exchanged properties during the term of this Agreement.

Sales and Lease-Backs. Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company any Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company any Borrower or any Subsidiaries of its Subsidiariesany Borrower) or (ii) that Company any Borrower or any of its 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 any Borrower or any of its Subsidiaries to any Person (other than Company any Borrower or any of its Subsidiaries) in connection with such lease; provided that (a) Company any Borrower and its Subsidiaries of any Borrower may become and remain liable as lessee, guarantor or other surety with respect to any such lease (a) in connection with the Tax Abatement Transaction and (b) if and to the extent that Company such Borrower or any of its such Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale 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 proceedssale.

Sales and Lease-Backs. Company Except for leases permitted pursuant to Section 6.1(i), no Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (ia) that Company or any of its Subsidiaries has sold or transferred or is to sell or to transfer to any other Person (other than Company Holdings or any of its Subsidiaries) ), or (iib) that Company or any of its 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 Subsidiaries such Credit Party to any Person (other than Company Holdings or any of its Subsidiaries) in connection with such lease (it being acknowledged that equipment and other personal property first acquired in the ordinary course of business of Company and its Subsidiaries in connection with, and not more than 180 days prior to the commencement of, a Capital Lease or operating lease otherwise permitted by this Agreement is not considered a sale and lease-back governed by this Section 6.11 or an Asset Sale); provided provided, that (a) Company and its 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 applicable lessee, guarantor or any of its Subsidiaries other surety would not be permitted to enter prohibited under Section 6.1 from entering into, and remain remaining liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the lease. The sale and lease back transaction constituted shall be deemed to be (i) the sale of the asset subject to such transaction (and any Net Asset Sale Proceeds arising from such sale shall be subject to application by the Company or its Subsidiaries pursuant to Section 2.11(a)), and (ii) the incurrence of Indebtedness in a principal amount equal to the gross proceeds amount of any liability for the lease shown (or required to be shown) on the consolidated balance sheet of the sale Company 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 its Subsidiaries in accordance 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 proceedsGAAP.

Sales and Lease-Backs. Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether 109 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 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 (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 (i) such lease, if a Capital Lease, is permitted pursuant to subsection 7.1(iii), (ii) the consideration received is at least equal to the fair market value of the property sold as determined in good faith by Company's Board of Directors, (iii) to the extent such sale and lease-back transaction relates to properties or assets acquired by Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable underafter the Closing Date, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds occurs within 270 days of the sale and acquisition or completion of construction, improvement or remodeling, as the case may be, of such property or asset by Company or any of its Restricted Subsidiaries, provided that for purposes of this subsection, the Sprint Stores with a sale/leaseback value of up to $9,000,000 will be deemed to have been acquired on the Effective Date, (biv) 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 received for all such sold properties or assets under clause (ii) of subsection 2.4B(iii)(a) does not exceed $40,000,000 in the aggregate, (v) the Net Asset Sale Proceeds received in any Fiscal Year for all such sold properties or assets under clause (ii) of subsection 2.4B(iii)(a) does not exceed $15,000,000 and (vi) the Net Asset Sale Proceeds derived from the sale/leaseback of such sold properties or assets owned by the Company and its Restricted Subsidiaries shall be applied to prepay the Loans and/or reduce permanently commitments to the Revolving Loan Commitment Amount in an amount equal to such proceedsextent required by subsection 2.4B(iii)(a).

Sales and Lease-Backs. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company or any of its Subsidiaries) or (ii) that Company or any of its 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 Subsidiaries to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided PROVIDED that (a) Company and its 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 Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale 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 shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a 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 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 (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 (i) such lease, if a Capital Lease, is permitted pursuant to subsection 7.1(iii), (ii) the consideration received is at least equal to the fair market value of the property sold as determined in good faith by Company's Board of Directors, (iii) to the extent such sale and lease-back transaction relates to properties or assets acquired by Company or any of its Restricted Subsidiaries would be permitted to enter into, and remain liable underafter the Closing Date, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds occurs within 270 days of the sale acquisition or completion of construction, improvement or remodeling, as the case may be, of such property or asset by Company or any of its Restricted Subsidiaries, (iv) the aggregate consideration received for all such sold properties or assets does not exceed $30,000,000 in the aggregate, (v) the aggregate consideration received in any Fiscal Year for all such sold properties or assets does not exceed $10,000,000 and (bvi) so long the aggregate consideration received for all such sold properties or assets which are properties or assets owned by Company and its Restricted Subsidiaries 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 Closing Date does not exceed $10,000,000 in the Loans and/or reduce permanently the Revolving Loan Commitment Amount in an amount equal to such proceedsaggregate.

Sales and Lease-Backs. Company The Obligors shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a 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 Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company the Obligors or any of its their Subsidiaries) or (iib) that Company the Obligors or any of its their 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 Obligors or any of its their Subsidiaries to any Person (other than Company the Obligors or any of its their Subsidiaries) in connection with such lease; provided provided, that the Obligors may consummate the transactions on Schedule 6.6 hereto, but subject to Section 2.6(c) to the extent of all proceeds of a sale as part of a sale-leaseback transaction described on Schedule 6.6 that exceeds the book value (aas of the date of such sale) Company of the assets so sold, and its subject to Section 2.6(b), either Obligor and 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 or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the 77 extent that the transaction would be permitted annual aggregate rentals under subsection 7.1, assuming the sale and lease back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale 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 all such proceedsleases does not exceed $10,000,000.

Sales and Lease-Backs. Company The Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that Company which any Borrower or any of its respective Subsidiaries has sold or transferred or is to sell or transfer to any other Person (other than Company any Borrower or any of its respective Subsidiaries) or (ii) that Company which any Borrower or any of its respective 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 any Borrower or any of its respective Subsidiaries to any Person (other than Company any Borrower or any of its respective Subsidiaries) in connection with such lease; provided that (a) Company the Borrowers and its their respective 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 the sum of its Subsidiaries would be permitted (a) the aggregate amount of Attributable Indebtedness related to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under subsection 7.1, assuming the sale and lease lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and plus (b) so long as no Event the aggregate principal amount 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 Indebtedness outstanding pursuant to a lease for, its headquarters located subsection 7.1 (vi) does not exceed $10,000,000 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.any time. 92 100

Sales and Lease-Backs. Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an Operating Lease or a 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 by subsection 7.1, assuming the sale and lease lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and (b) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Florists’ Transworld Delivery, Inc. Company or any of its Restricted Subsidiaries may sell, sell and become and remain liable as lessee with respect to a lease for, its for (x) Company’s headquarters located at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XxxxxxxxXxxxxxxx and (y) any real property owned by Company or its Restricted Subsidiaries and located in Sleaford, England, in each case, 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.