Common use of Limitation on Sale and Leaseback Transactions Clause in Contracts

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a) the Company or that such Restricted Subsidiary, as applicablethe case may be, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.05(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.07, in which case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to those provisions; (b) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c) the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or such Restricted Subsidiary, as the case may be, applies the proceeds of such transaction in compliance with, Section 4.10 hereof4.13.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a) the Company or that any Restricted Subsidiary, as applicable, Subsidiary could have (ax) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.06(a) hereof and (by) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.08 in which case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to those provisions; (b) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or any Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof4.14.

Limitation on Sale and Leaseback Transactions. The Company Parent and the Issuer will not, and will not permit any of its Parent's Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that Parent, the Company Issuer or any Restricted Subsidiary of Parent may enter into a sale and leaseback transaction if: (a1) Parent, the Company Issuer or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Issuer and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and Parent, the Company Issuer or the applicable Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof4.10.

Limitation on Sale and Leaseback Transactions. The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (ai) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.3(a) hereof (Incurrence of Indebtedness and Issuance of Preferred Stock) (without regard to any limitations under Section 4.3(a) that such Indebtedness be expressly subordinated to the Notes), and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.9 (Limitation on Liens); (bii) the gross net cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (ciii) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Parent or a Restricted Subsidiary applies the net proceeds of such transaction in compliance with, with Section 4.10 hereof3.8 (Mandatory Redemption).

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transactionSale Leaseback Transaction; provided provided, that the Company or any of its Restricted Subsidiary Subsidiaries may enter into a sale and leaseback transaction Sale Leaseback Transaction if: (a) the Company or that Restricted Subsidiary, as applicable, such Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and leaseback transaction under Sale Leaseback Transaction pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.06(a); (b) the gross cash proceeds of that sale and leaseback transaction such Sale Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transactionsuch Sale Leaseback Transaction; and (c) the transfer of assets in that sale and leaseback transaction such Sale Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in the same manner and to the same extent as Net Available Cash and Excess Proceeds from an Asset Sale in compliance with, with Section 4.10 hereof4.14.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter Enter into any sale and leaseback transactiontransaction (other than (x) a Permitted Tax Lease, which shall not be restricted by this Section 6.03 and (y) any sale and leaseback transaction existing on the Closing Date and set forth on Schedule 6.03); provided that the Company Borrower or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company Borrower or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in provisions of Section 4.09(a) hereof 6.01 and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof6.02; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction, as determined in good faith by a Financial Officer of the Borrower; and (c) if such sale and leaseback transaction constitutes an Asset Sale, the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Borrower applies the proceeds of such transaction in compliance with, Section 4.10 hereofthe provisions of Sections 2.13(b) and 6.04.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. (a) The Company will not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.09 (a) hereof herein and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereofherein; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an officers' certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereofherein. (b) This Section 4.16 shall not apply to the Company's Subsidiaries.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in the first paragraph of Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction with respect to assets or properties if: (a1) the Company or that such Restricted Subsidiary, as applicable, could have (a) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof Leaseback Transaction and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.06; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof4.07.

Limitation on Sale and Leaseback Transactions. The Neither the Company nor any Guarantor will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Leverage Ratio test and Secured Leverage Ratio tests in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction with respect to assets or properties other than Collateral if: (a1) the Company or that such Restricted Subsidiary, as applicable, could have (a) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof Leaseback Transaction and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.06; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof4.07.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into any sale and leaseback transactionSale/Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction Sale/Leaseback Transaction if: : (a1) the Company or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred Incurred the Indebtedness in an amount equal to the Attributable Debt relating attributable to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Sale/Leaseback Transaction pursuant to Section 4.09(a) hereof 4.03 and (b) incurred Incurred a Lien to secure such Indebtedness without equally and ratably securing the Securities pursuant to Section 4.12 hereof; 4.10; (b2) the gross cash proceeds of that sale and leaseback transaction such Sale/Leaseback Transaction are at least equal to the Fair Market Value fair market value of the property asset that is the subject of that sale such Sale/Leaseback Transaction; and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction such Sale/Leaseback Transaction is permitted by, and the Company or the applicable Restricted Subsidiary applies the proceeds of such transaction in compliance accordance with, Section 4.10 hereof4.07.

Limitation on Sale and Leaseback Transactions. The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company Parent or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company Parent or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under Leaseback Transaction pursuant to Section 4.09; (2) the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant does not extend to Section 4.12 hereofor cover any assets of Parent or any of its Restricted Subsidiaries other than the assets which are the subject of the Sale and Leaseback Transaction; (b3) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property asset that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c4) the transfer Transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction are applied in compliance with, Section 4.10 hereof4.12.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary and the Guarantors may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, such Guarantor could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction are applied in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicablethe case may be, could have have: (a) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such that sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and 4.09 hereof; and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the trustee) of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the The Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (ai) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.3(a) hereof (Incurrence of Indebtedness and Issuance of Preferred Stock), and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.9 (Limitation on Liens); (bii) the gross net cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (ciii) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Parent or a Restricted Subsidiary applies the net proceeds of such transaction in compliance with, with Section 4.10 hereof4.12 (Asset Sales).

Limitation on Sale and Leaseback Transactions. The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Holdings or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company Holdings or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under (i) the Fixed Charge Coverage Ratio test in Section 4.09(a3.2(a) or (ii) clauses (4) or (17) of Section 3.2(b) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 3.6 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of Holdings or the applicable Restricted Subsidiary and evidenced by a resolution of the board of Directors of Holdings or the applicable Restricted Subsidiary, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 3.5 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or and any Restricted Subsidiary of the Company may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds consideration of that sale and leaseback transaction are is at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company Xxxxx Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Xxxxx Energy Partners or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company Xxxxx Energy Partners or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the General Partner and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Xxxxx Energy Partners applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction involving any of its assets or properties whether now owned or hereafter acquired; provided provided, however, that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property so sold or otherwise transferred, as determined by a resolution of the Board of Directors; (2) the Company or that such Restricted Subsidiary, as applicable, could have would be permitted to gxxxx x Xxxx to secure Indebtedness under Section 4.12 in the amount of the Attributable Debt in respect of such Sale Leaseback Transaction; (a3) incurred Indebtedness in an amount equal prior to and after giving effect to the Attributable Debt relating to in respect of such sale Sale and leaseback transaction under Leaseback Transaction, the Fixed Charge Coverage Ratio test in Company and such Restricted Subsidiary comply with Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction4.09; and (c4) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of received from such transaction sale in compliance with, accordance with Section 4.10 hereof4.10.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company or that Restricted Subsidiary, as applicable, could have (a1) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b2) incurred a Lien (on the property that is the subject of such sale and leaseback transaction) to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transaction; provided that Leaseback Transaction unless: (1) the Company or any such Restricted Subsidiary may enter into a sale and leaseback transaction ifwould be entitled to: (a) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred incur Indebtedness in an amount equal to the Attributable Debt relating Indebtedness with respect to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and ). (b) incurred create a Lien to secure on such property securing such Attributable Indebtedness without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.12 hereof;4.12. (b2) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors of the Company and set forth in an Officer’s Certificate delivered to the Trustee, of the property that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction effected in compliance with, with Section 4.10 hereof4.10. Clause 4.15(1)(a) above shall not apply during any Suspension Period.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided PROVIDED that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Parent and the Company will not, and will not permit any of its their Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that provided, that, the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof Test and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Parent and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Parent, the Company or such Guarantor applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any of its Restricted Subsidiary Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the The Company or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred the Indebtedness in an amount equal to the Attributable Debt relating attributable to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Leaseback Transaction pursuant to Section 4.09(a) hereof 8.1 and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes pursuant to Section 4.12 hereof8.3; (b2) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value fair market value of the property asset that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer Transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or the applicable Restricted Subsidiary applies the proceeds of such transaction in compliance accordance with, Section 4.10 hereof8.4.

Limitation on Sale and Leaseback Transactions. The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Borrower and the Guarantors may enter into a sale and leaseback transaction if: if (ai) the Company Borrower or that Restricted Subsidiary, as applicable, such Guarantor could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09(a) 7.2 hereof and (b) incurred a Lien to secure such Indebtedness Attributable Debt pursuant to Section 4.12 7.3 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors in good faith) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction are applied in compliance with, with Section 4.10 7.6 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary and the Guarantors may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, such Guarantor could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness Attributable Debt pursuant to Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors in good faith) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction are applied in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section ‎Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section ‎Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section with ‎Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. (a) The Company will not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.09 (a) hereof herein and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereofherein; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an Officer's Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereofherein. (b) This Section 4.16 shall not apply to the Company's Subsidiaries.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided PROVIDED that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee), of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company (or, from and after the Guarantee Effective Date, the Parent) will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Parent, the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Parent, the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company (or the Parent from the Guarantee Effective Date) and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company or the Parent applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (c3) if such Sale and Leaseback Transaction constitutes an Asset Sale, the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or Parent and any Restricted Subsidiary of Parent may enter into a sale and leaseback transaction if: (a) the Company Parent or that such Restricted Subsidiary, as applicable, could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) hereof 4.09 and (bii) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.12; (b) the gross cash proceeds consideration of that sale and leaseback transaction are is at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Parent or such Restricted Subsidiary, as applicable, applies the proceeds of such transaction in compliance with, with Section 4.10 hereof4.10.

Limitation on Sale and Leaseback Transactions. The Company will not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction ifLeaseback Transaction unless: (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness consideration received in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are Leaseback Transaction is at least equal to the Fair Market Value of the property that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction, and in the case of any Sale and Leaseback Transaction with a Fair Market Value equal to or greater than $10.0 million, such Fair Market Value is certified to the Trustee in an Officer’s Certificate; (ii) the Company or the Restricted Subsidiary could have incurred an aggregate amount of such Debt in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under Section 4.9; and (ciii) if such Sale and Leaseback Transaction constitutes an Asset Sale, the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or such Restricted Subsidiary, as the case may be, applies the proceeds Net Cash Proceeds of such transaction in compliance with, with Section 4.10 hereof4.10.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that provided, that, the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or Parent and any Restricted Subsidiary of the Parent may enter into a sale and leaseback transaction if: (a) the Company Parent or that Restricted Subsidiary, as applicable, could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) hereof 4.09 and (bii) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.12; (b) the gross cash proceeds consideration of that sale and leaseback transaction are is at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof4.10.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, which if greater than $75.0 million will be determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, which if greater than $5.0 million will be determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or and any Restricted Subsidiary of the Company may enter into a sale and leaseback transaction if: (a) the Company or that Restricted Subsidiary, as applicable, could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) 4.09 hereof and (bii) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b) the gross cash proceeds consideration of that sale and leaseback transaction are is at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Neither the Company nor any Guarantor will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided provided, however, that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: 58 (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Leverage Ratio test and Secured Leverage Ratio tests in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; ; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company Issuer or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction with respect to assets or properties if: (a1) the Company Issuer or that such Restricted Subsidiary, as applicable, could have (a) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof Leaseback Transaction and (b) incurred Incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.06; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company Issuer applies the proceeds of such transaction in compliance with, Section 4.10 hereof4.07.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or and any of its Restricted Subsidiary Subsidiaries may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.09(b) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the General Partner and set forth in an Officer’s Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.09(b)(6) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Borrower or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company Borrower or that Restricted Subsidiary, as applicable, could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (bii) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 6.10 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Administrative Agent, of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Borrower applies the proceeds of such transaction in compliance with, Section 4.10 6.8 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such sale and leaseback transaction in compliance with, Section Sections 3.09 and 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: : (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; ; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter Enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: if (a) the Company or that Restricted SubsidiarySubsidiary Guarantor, as applicable, could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a6.01(a) hereof and (bii) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 6.02 hereof; ; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction, as determined in good faith by the Board of Directors of the Company; and and (c) if such sale and leaseback transaction constitutes an Asset Sale, the transfer of assets in that sale and leaseback transaction is permitted byby Section 6.04, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof2.13.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under (i) the Fixed Charge Coverage Ratio test in Section 4.09(a3.2(a) hereof or (ii) clauses (4) or (17) of Section 3.2(b) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 3.6 hereof;, (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 3.5 hereof.

Limitation on Sale and Leaseback Transactions. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Parent or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company Parent or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of Parent and set forth in an officers’ certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Parent applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will Holding shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Holding or any Restricted Subsidiary may enter into a sale and leaseback transaction if: if (ai) the Company Holding or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; ; (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company Holding applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any sale Sale and leaseback transaction; provided that the Company or Leaseback Transaction with respect to any Restricted Subsidiary may enter into a sale and leaseback transaction ifproperty unless: (aA) the Company or that such Restricted Subsidiary, as applicable, could have Subsidiary would be entitled to (ai) incurred incur Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under Leaseback Transaction pursuant to the Fixed Charge Coverage Ratio test in proviso to Section 4.09(a4.13(A) hereof and (bii) incurred incur a Lien to secure on such Indebtedness property securing such Attributable Debt pursuant to Section 4.12 hereof4.16; (bB) the gross cash net proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transactionsuch property; and (cC) the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is treated as an Asset Sale and permitted by, and the Company applies the proceeds Net Cash Proceeds of such transaction deemed Asset Sale in compliance with, Section 4.10 hereof4.15. The foregoing provisions will not apply to transactions (i) among the Company and any of the Guarantors, (ii) among the Guarantors or (iii) among Subsidiaries of the Company that are not Guarantors.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary of the Company may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to under Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a) the The Company or that Restricted SubsidiarySubsidiary Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company or the applicable Subsidiary Guarantor applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction ifLeaseback Transaction unless: (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness consideration received in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are Leaseback Transaction is at least equal to the Fair Market Value of the property that is the subject of that sale such Sale and leaseback transaction; Leaseback Transaction, and in the case of any Sale and Leaseback Transaction with a Fair Market Value equal to or greater than $50.0 million, such Fair Market Value is certified to the Trustee in an Officer’s Certificate; (ii) the Company or the Restricted Subsidiary could have incurred an aggregate amount of such Debt in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under Section 4.9; and (ciii) if such Sale and Leaseback Transaction constitutes an Asset Sale, the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or such Restricted Subsidiary, as the case may be, applies the proceeds Net Cash Proceeds of such transaction in compliance with, with Section 4.10 hereof4.10.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in pursuant to Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that such sale and leaseback transaction; and (c3) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in the first paragraph of Section 4.09(a) 4.10 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 4.13 hereof; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 4.11 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary of the Company that is a Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof 4.04 and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.18; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that such sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof4.05.

Limitation on Sale and Leaseback Transactions. The Company will not and the Parent Entity will not, and the Company will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Company, the Parent Entity or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company Company, the Parent Entity or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 4.13 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof or pursuant to clause (4) or clause (5) of Section 4.09(b) and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will Foamex shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Foamex or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company Foamex or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction permitted under the Fixed Charge Coverage Ratio test in Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value fair market value (in the case of gross cash proceeds in excess of $5.0 million as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee), of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Foamex applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value fair market value, (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee), of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (ai) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.3(a) hereof (Incurrence of Indebtedness and Issuance of Preferred Stock), and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.9 (Limitation on Liens); (bii) the gross net cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (ciii) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Parent or a Restricted Subsidiary applies the net proceeds of such transaction in compliance with, with Section 4.10 hereof3.8 (Mandatory Redemption).

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or and any of its Restricted Subsidiary Subsidiaries may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.09(b) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the General Partner and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The --------------------------------------------- Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (ai) the Company or that such Restricted Subsidiary, as applicable, Subsidiary could have (aA) incurred the Indebtedness in an amount equal to the Attributable Debt relating attributable to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Leaseback Transaction pursuant to Section 4.09(a) 4.03 hereof and (bB) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 4.10 hereof; (bii) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property asset that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (ciii) the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or the applicable Restricted Subsidiary applies the proceeds of such transaction in compliance with, accordance with Section 4.10 4.11 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any of its Restricted Subsidiary Subsidiaries may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Consolidated Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section Sections 3.09 and 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company Issuer or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company Issuer or that such Restricted Subsidiary, as applicable, Subsidiary could have have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Leaseback Transaction pursuant to Section 4.09(a) hereof and 4.09 and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property asset that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer Transfer of assets the asset in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company Issuer applies the proceeds of such transaction in compliance with, the covenant described under Section 4.10 hereof4.10.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a) the Company or that such Restricted Subsidiary, as applicable, could have (a) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof Leaseback Transaction and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions set forth in Section 4.12 hereof4.06 above; (b) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c) the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the provisions set forth in Section 4.10 hereof4.08 above.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred the Indebtedness in an amount equal to the Attributable Debt relating attributable to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Leaseback Transaction pursuant to Section 4.09(a) hereof 4.10 and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes pursuant to Section 4.12 hereof4.13; (b2) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property asset that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or the applicable Restricted Subsidiary applies the proceeds of such transaction in compliance accordance with, Section 4.10 hereof4.15.

Limitation on Sale and Leaseback Transactions. (a) The Company will not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a5.09 (a) hereof herein and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof5.12 herein; (bii) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Administrative Agent, of the property that is the subject of that sale and leaseback transaction; and (ciii) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof5.10 herein. (b) This Section 5.16 shall not apply to the Company's Subsidiaries.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 4.13 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a4.10(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 4.13 hereof; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 4.11 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company Hxxxx Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Hxxxx Energy Partners or any Restricted Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a1) the Company Hxxxx Energy Partners or that Restricted SubsidiaryGuarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the General Partner and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Hxxxx Energy Partners applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. (a) The Company will not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company transaction with respect to any property or any Restricted Subsidiary may enter into a sale and leaseback transaction ifassets (whether now owned or hereafter acquired), unless: (a1) the sale or transfer of such property or assets to be leased is treated as an Asset Sale and the Company or that Restricted Subsidiarycomplies with Section 4.14 hereof, as applicable, could have including the provisions concerning the application of Net Cash Proceeds (a) incurred Indebtedness treating all of the consideration received in an amount equal to the Attributable Debt relating to such sale and leaseback transaction as Net Cash Proceeds for the purposes of Section 4.14 hereof); (2) the Company would be permitted to incur Debt under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof in the amount of the Attributable Debt incurred in respect of such sale and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereofleaseback transaction; (b3) the Company would be permitted to xxxxx x Xxxx to secure Debt under Section 4.13 hereof in the amount of the Attributable Debt in respect of such sale and leaseback transaction; and (4) in the case of any sale and leaseback transaction having a Fair Market Value greater than $20.0 million, the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined by the Company’s Board of Directors and set out in an Officer’s Certificate delivered to the Trustee, of the property that is the subject of that such sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: : (x) either (a) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) 6.1 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; or (b) the gross cash proceeds Net Proceeds of that such sale and leaseback transaction are at least equal applied to the Fair Market Value of the property that repay outstanding Senior Indebtedness and, if such Senior Indebtedness repaid is the subject of that sale revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; and leaseback transaction; and (cy) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds Net Proceeds of such transaction in compliance with, Section 4.10 6.4 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary of the Company may enter into a sale and leaseback transaction if: if (ai) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Debt to Cash Flow Ratio test in the first paragraph of Section 4.09(a) 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; , (bii) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that such sale and leaseback transaction; and , and (ciii) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary Subsidiary/Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any of its Restricted Subsidiary Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the The Company or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred the Indebtedness in an amount equal to the Attributable Debt relating attributable to such sale Sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Leaseback Transaction pursuant to Section 4.09(a) hereof 4.09 and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes pursuant to Section 4.12 hereof4.11; (b2) the gross cash proceeds of that sale such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value fair market value of the property asset that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c3) the transfer Transfer of assets in that sale such Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company or the applicable Restricted Subsidiary applies the proceeds of such transaction in compliance accordance with, Section 4.10 hereof4.12.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary of its Subsidiaries may enter into a sale Sale and leaseback transaction if: Leaseback Transaction if (ai) the Company or that Restricted such Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to either (1) the Fixed Charge Coverage Ratio Debt to Cash Flow test set forth in the first paragraph of Section 4.09(a4.09 hereof or (2) clause (iv) of the second paragraph of Section 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; , (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that such sale and leaseback transaction; and transaction and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a) the Company or that Restricted Subsidiary, as applicable, could have (ai) incurred Incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof 3.8 and (bii) incurred a Lien to secure such Attributable Indebtedness under Section 3.15, in which case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to Section 4.12 hereofthose provisions; (b) the gross cash proceeds of that sale the Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property or portion thereof that is the subject of that sale such Sale and leaseback transactionLeaseback Transaction; and (c) the transfer of assets in that sale Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof3.11.

Limitation on Sale and Leaseback Transactions. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Parent or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company Parent or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Parent and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Parent applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or and any Restricted Subsidiary may enter into a sale and leaseback transaction if: : (ai) the Company or that such Restricted Subsidiary, as applicable, Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.08 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 4.10 hereof; ; (bii) the gross cash proceeds of that such sale and leaseback transaction are at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors of the Company and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of that such sale and leaseback transaction; and and (ciii) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 4.09 hereof.

Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that Restricted Subsidiary, as applicable, could have Subsidiary would be entitled to (a) incurred Incur Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred create a Lien to secure on such Indebtedness property securing such Attributable Debt without equally and ratably securing the Notes pursuant to Section 4.12 hereof; (b2) the gross cash proceeds of that sale received by the Company or any Restricted Subsidiary in connection with such Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transactionsuch property; and (c3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with Section 4.10 hereof.

Limitation on Sale and Leaseback Transactions. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Borrower or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company Borrower or that Restricted Subsidiary, as applicable, could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (bii) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 6.10 hereof; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value Value, as determined in good faith by the Board of Directors and set forth in an Officers’ Certificate delivered to the Administrative Agent, of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Borrower applies the proceeds of such transaction in compliance with, Section 4.10 6.8 hereof.