Common use of Sales and Lease-Backs Clause in Contracts

Sales and Lease-Backs. None of the Loan Parties shall, nor shall they permit any of their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party or any of its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Loan Party or Subsidiary to any Person (other than any Loan Party or any of its Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m) and Section 6.02(n), or (B)(1) made for Cash consideration, (2) the applicable Loan Party or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed $7,500,000; provided, further, that the Xxxx County Development Lease shall not be prohibited by this Section 6.09.

Sales and Lease-Backs. None of the Loan Parties No Credit Party shall, nor shall they it permit any of their its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Credit Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party Holdings or any of its Subsidiaries) and ), or (b) intends to use for substantially the same purpose as the any other property which has been or is to be sold or transferred by such Loan Credit Party or Subsidiary to any Person (other than any Loan Party Holdings or any of its Subsidiaries) in connection with such lease lease, except (i) for any such sale of any fixed or capital assets by Borrower or any Subsidiary that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset, (ii) this Section 6.10 shall not prohibit Borrower or any Subsidiary from engaging in a transaction described herein, a “Sale sale or transfer of property permitted by Section 6.8(c) and Lease-Back Transaction”)thereafter leasing such property; provided that any Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m) and Section 6.02(n), such sale or (B)(1) transfer is made solely for Cash cash consideration, (2B) the applicable Loan Party any Capital Lease obligations of Borrower or its applicable any Subsidiary would otherwise be created thereby are permitted to enter into, and remain liable under, the applicable underlying lease under Section 6.1 and (3C) the aggregate fair market value any Net Asset Sale Proceeds received in respect of the assets sold such sale or transfer shall be subject to all Sale and Lease-Back Transactions under this clause (Bthe provisions of Section 2.14(a), provided that the reinvestment provisions of Section 2.14(a) shall not exceed $7,500,000; provided, further, that the Xxxx County Development Lease shall not be prohibited by this Section 6.09apply to any such Net Asset Sale Proceeds.

Sales and Lease-Backs. None of the Loan Parties shallThe Borrower shall not, nor shall they it permit any of their its Subsidiaries to, directly or indirectly, to become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Borrower or such Loan Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party the Borrower or any of its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Loan Party the Borrower or Subsidiary to any Person (other than any Loan Party the Borrower or any of its Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m6.01(l) and (or which otherwise constitutes a Capital Lease or purchase money Indebtedness permitted by Section 6.02(n6.01), or (B)(1B) described on Schedule 6.08 hereto, (C) (1) made for Cash consideration, consideration and (2) the applicable Loan Party Borrower or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and or (3D) the aggregate fair market value of the assets sold subject with respect to all Sale and Lease-Back Transactions under this clause (B) shall not exceed $7,500,000; provided, further, that the Xxxx County Development Lease shall not be prohibited by this Section 6.09any Specified Properties.

Sales and Lease-Backs. None of the Loan Parties shall, nor shall they permit any of their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party or any of its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Loan Party or Subsidiary to any Person (other than any Loan Party or any of its Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m6.01 (m) and Section 6.02(n), or (B)(1) made for Cash consideration, (2) the applicable Loan Party or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed $7,500,000; provided, further, that the Xxxx County Development Lease shall not be prohibited by this Section 6.09.

Sales and Lease-Backs. None of the Loan Parties No Credit Party shall, nor shall they it permit any of their its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Credit Party or such Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party Lux 1 or any of its Subsidiaries) and ), or (b) intends to use for substantially the same purpose as the any other property which has been or is to be sold or transferred by such Loan Credit Party or such Subsidiary to any Person (other than any Loan Party Lux 1 or any of its Subsidiaries) in connection with such lease (any such a transaction described hereintransaction, a “Sale and Lease-Back Leaseback Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as ) unless (i) the sale of such Sale and Lease-Back Transaction property is either (A) permitted by Section 6.01(m) and Section 6.02(n), or (B)(1) made for Cash consideration, (2) cash consideration in an amount not less than the applicable Loan Party or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of such property, (ii) the assets sold subject to all Sale and Lease-Back Transactions under this Leaseback Transaction is permitted by Section 6.8 and is consummated within 180 days after the date on which such property is sold or transferred, (iii) any Liens arising in connection with its use of the property are permitted by clause (Bo) shall not exceed $7,500,000; providedof Section 6.2, further(iv) any Indebtedness arising therefrom is permitted under Section 6.1 and (v) to the extent required under Senior Loan Documents as in effect on the Closing Date (and under any applicable Designated Senior Debt Documents as in effect as of their initial date of effectiveness), that proceeds are applied to the Xxxx County Development Lease shall not be prohibited by this Section 6.09repayment of Senior Debt (and any other Designated Senior Debt, as applicable).

Sales and Lease-Backs. None of The Borrowers and the Loan Parties shallSubsidiary Guarantors shall not, nor shall they permit any of their Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party Borrower or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party the Borrower Agent or any of its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Loan Party Borrower or Subsidiary to any Person (other than any Loan Party the Borrower Agent or any of its Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that any a Sale and Lease-Back Transaction shall be permitted so long as (i) such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m) and Section 6.02(n), or (B)(1) made for Cash cash consideration, (2) the applicable Loan Party Borrower Agent or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of $7,500,000; provided35,000,000 and 1.00% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01 and (ii) solely in connection with Specified Locations, further, that the Xxxx County Development Lease Borrowers shall not be prohibited by this Section 6.09have used commercially reasonable efforts to deliver to the Administrative Agent a Collateral Access Agreement from the purchaser or transferee on terms and conditions reasonably satisfactory to the Administrative Agent.

Sales and Lease-Backs. None of the No Loan Parties Party shall, nor shall they it permit any of their its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party the Borrower or any of its Subsidiaries) and ), or (b) intends to use for substantially the same purpose as the any other property which has been or is to be sold or transferred by such Loan Party or Subsidiary to any Person (other than any Loan Party the Borrower or any of its Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”)lease; provided that any a Sale and Lease-Back Transaction shall be permitted so long as (a) such Sale and Lease-Back Transaction is either (Ax) permitted by Section 6.01(m) and Section 6.02(n), or (B)(1y) (i) is made for Cash consideration, (2) cash consideration in an amount not less than the applicable Loan Party or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject applicable property, (ii) is pursuant to a lease on market terms, (iii) is consummated within two hundred and seventy (270) days after such Loan Party acquires or completes the construction of the applicable property and (iv) the net proceeds received from such Sale and Lease-Back Transaction, (x) when combined with the net proceeds of all other Sale and Lease-Back Transactions under this clause (B) shall permitted hereunder, does not exceed $7,500,000; provided15,000,000, further, that and (y) are applied to repay the Xxxx County Development Lease shall not be prohibited Term Loans to the extent required by this Section 6.092.09.

Sales and Lease-Backs. None of the Loan Parties shallThe Borrower shall not, nor shall they it permit any of their its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Borrower or such Loan Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party the Borrower or any of its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Loan Party the Borrower or Subsidiary to any Person (other than any Loan Party the Borrower or any of its Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m6.01(l) and (or which otherwise constitutes a Capital Lease or purchase money Indebtedness permitted by Section 6.02(n6.01), (B) described on Schedule 6.08 hereto or (B)(1C)(1) made for Cash consideration, (2) the applicable Loan Party Borrower or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (BC) shall not exceed the greater of $7,500,000; provided33,000,000 and 3.60% of Consolidated Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), further, that the Xxxx County Development Lease shall not be prohibited by this Section 6.09as applicable.

Sales and Lease-Backs. None of the Loan Parties No Borrower Credit Party shall, nor shall they it permit any of their its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Borrower Credit Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party Borrower or any of its Subsidiaries) and Guarantors), or (b) intends to use for substantially the same purpose as the any other property which has been or is to be sold or transferred by such Loan Borrower Credit Party or Subsidiary to any Person (other than any Loan Party Borrower or any of its Subsidiaries) in connection with such lease (any such a transaction described hereintransaction, a “Sale and Lease-Back Leaseback Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as ) unless (i) the sale of such Sale and Lease-Back Transaction property is either (A) permitted by Section 6.01(m) and Section 6.02(n), or (B)(1) made for Cash consideration, (2) cash consideration in an amount not less than the applicable Loan Party or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of such property, (ii) the assets sold subject to all Sale and Lease-Back Transactions Leaseback Transaction is permitted by Section 6.8 and is consummated within 180 days after the date on which such property is sold or transferred, (iii) any Liens arising in connection with its use of the property are permitted by Section 6.2(t) and (iv) the Sale and Leaseback Transaction would be permitted under this clause (B) shall not exceed $7,500,000; providedSection 6.1, further, that assuming the Xxxx County Development Lease shall not be prohibited by this Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 6.096.1.

Sales and Lease-Backs. None of the Loan Parties shallThe Borrower shall not, nor shall they it permit any of their its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Borrower or such Loan Party or Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than a Loan Party the Borrower or any of its Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by such Loan Party the Borrower or Subsidiary to any Person (other than any Loan Party the Borrower or any of its Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as such Sale and Lease-Back Transaction is either (A) permitted by Section 6.01(m6.01(l) and (or which otherwise constitutes a Capital Lease or purchase money Indebtedness permitted by Section 6.02(n6.01), (B) described on Schedule 6.08 hereto or (B)(1C)(1) made for Cash consideration, (2) the applicable Loan Party Borrower or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (BC) shall not exceed the greater of $7,500,000; provided30,000,000 and 3.25% of Consolidated Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), further, that the Xxxx County Development Lease shall not be prohibited by this Section 6.09as applicable.