Common use of Sale and Leaseback Transactions Clause in Contracts

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 Guarantor may enter into a sale and leaseback transaction if: (a) the Company or that Guarantor, 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) and (b) incurred a Lien to secure such Indebtedness without securing the Notes 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, 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 applies the proceeds of such transaction in compliance with Section 4.10 hereof.

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 Guarantor Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (ai) the Company or that GuarantorRestricted 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 in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (bii) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (ciii) 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.

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 Guarantor Subsidiary, as applicable, may enter into a sale and leaseback transaction if: if (ai) the Company or that 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 pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in clause (b) of Section 4.09(a) 4.04 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to the covenant described above under Section 4.12 hereof; 4.15, (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 Officers' Certificate delivered to the trustee, 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 with, the covenant described under Section 4.10 hereof4.17.

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 Guarantor may enter into a sale and leaseback transaction if: if (ai) the Company or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the covenant described above under the Fixed Charge Coverage Ratio test in Section 4.09(a) caption "--Incurrence of Additional Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; the covenant described above under the caption "--Liens," (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 Officers' Certificate delivered to the trustee, 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 with, the covenant described hereof under Section 4.10 hereof4.10."

Sale and Leaseback Transactions. The Company will Anvil shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Anvil or any Subsidiary Guarantor may enter into a sale and leaseback transaction if: if (ai) the Company Anvil or that Guarantor, as applicable, such Subsidiary 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 Ratio test set forth in the first paragraph of Section 4.09(a) 4.10 hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; , (bii) the gross net 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 Officers' Certificate delivered to the trustee, 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 4.8 hereof.

Sale and Leaseback Transactions. The Company will Holdings shall not, and will shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Holdings or any Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: if (ai) the Company Holdings or that Guarantor, as applicable, such Restricted 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) 4.10 hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; , (bii) the gross net 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 Officers' Certificate delivered to the trustee, 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 4.8 hereof.

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 Guarantor may enter into a sale and leaseback transaction if: if (ai) the Company or that Guarantor, 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 Ratio test set forth in the first paragraph of Section 4.09(a) 4.12 hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to the covenant described in Section 4.12 4.16 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 Officers' Certificate delivered to the trustee, 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.

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 Guarantor may enter into a sale and leaseback transaction if: (a) the Company or that Guarantor, 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 Sections 4.09(a) and (b) hereof incurred a Lien to secure such Indebtedness without securing the Notes 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 Valuefair 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 (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.

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 Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Guarantor, 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(a3.3(a) hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to the covenant described above in Section 4.12 3.5 hereof; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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, the covenant described in Section 4.10 hereof3.7 above.

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 provided, that, the Company or any Guarantor Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (ai) the Company or that GuarantorRestricted 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 in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; (bii) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (ciii) 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 hereof.

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 provided, that, the Company or any Guarantor Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that GuarantorRestricted 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 in Section 4.09(a10.09(a) and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof10.12; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 hereof10.10.

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 Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that GuarantorRestricted 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 without securing the Notes 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 of the Company and Value set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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.

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 provided, that, the Company or any Guarantor Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (ai) the Company or that GuarantorRestricted 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 in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (bii) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (ciii) 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 hereof.

Sale and Leaseback Transactions. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided provided, however, that the Company Parent or any Guarantor of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company Parent or that GuarantorRestricted 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 in the first paragraph of Section 4.09(a) 5.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof5.12; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by accordance with the Board definition of Directors of the Company that term in Section 2.01 and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 Parent applies the proceeds of such transaction in compliance with with, Section 4.10 hereof5.10.

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 Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Guarantor, 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 the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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 hereof4.10.

Sale and Leaseback Transactions. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided provided, however, that the Company Parent or any Guarantor of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company Parent or that GuarantorRestricted 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 in the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by accordance with the Board definition of Directors of the Company that term in Section 1.01 and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 Parent applies the proceeds of such transaction in compliance with with, Section 4.10 hereof4.10.

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 Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that GuarantorRestricted 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 the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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 hereof4.10.

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 provided, however, that the Company or any Guarantor of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that GuarantorRestricted 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 in the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by accordance with the Board definition of Directors of the Company that term in Section 1.01 and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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 hereof4.10.

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 Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a) the Company or that Subsidiary Guarantor, 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) and (b) incurred a Lien to secure such Indebtedness without securing the Notes 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, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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.

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 Guarantor may enter into a sale and leaseback transaction if: (a) the The Company or that Guarantor, 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 the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof;4.12. (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by (i) in the case of property valued at less than $5.0 million, the Company's principal financial or accounting officer and evidenced by an Officers' Certificate delivered to the Trustee and (ii) in the case of property valued at $5.0 million or more, the Board of Directors of the Company and set forth in an officers’ ' certificate delivered to the trusteeTrustee, 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.

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 Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company or that Guarantor, as applicable, Restricted 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 the of Section 4.09(a) and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.11; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company Company, taking into account the nature of the transaction, and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 hereof4.12.

Sale and Leaseback Transactions. The Company will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly enter into any sale and leaseback transaction; provided that the Company Borrower or any Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: if (a) the Company Borrower or that GuarantorRestricted 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 the first paragraph of Section 4.09(a) 8.03 and (bii) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; 8.04, (b) 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 board of Directors of the Company directors and set forth in an officers’ ' certificate delivered to the trusteeAdministrative Agent, of the property that is the subject of that sale and leaseback transaction; and 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 with, Section 4.10 hereof8.01(b) or 8.01(c), as applicable.

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 Guarantor may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that Guarantor, 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 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 hereof4.10.

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 or any Guarantor Parent may enter into a sale and leaseback transaction if: if (ai) the Company or that Guarantor, as applicable, Parent could have (a) incurred 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 Section 4.09(a) and 4.4; (b) incurred a Lien to secure such Indebtedness without securing the Notes 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 of the Company Parent and set forth in an officers’ certificate Officers' Certificate delivered to the trustee, Trustee) of the property that is the subject of that such sale and leaseback transaction; and (ciii) the Parent would be permitted to create a Lien on the property subject to such Sale and Leaseback Transaction without securing the Notes by Section 4.14; and (iv) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company Parent applies the proceeds of such transaction in compliance with with, Section 4.10 hereof4.16.

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 Guarantor may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that Guarantor, 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 the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company Managing General Partner and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 hereof4.10.

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 Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: (a1) the Company or that Guarantor, as applicable, such Restricted 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 103 in the first paragraph of Section 4.09(a) 1008 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof1011; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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 applies the proceeds of such transaction in compliance with Section 4.10 hereof1015.

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, however, that the Company or any Guarantor of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (ai) the Company or that Guarantor, 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) 4.12 hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 4.14 hereof; , (bii) the gross net 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 Officers' Certificate delivered to the trustee, Trustee upon which the Trustee can conclusively rely) 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.

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 provided, however, that the Company or any Guarantor of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (a1) the Company or that GuarantorRestricted 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 the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (b2) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 hereof4.10.

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 Guarantor one of its Subsidiaries may enter into a sale and leaseback transaction if: if (a) the Company or that Guarantor, as applicable, such Subsidiary could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness 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 (bii) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; 4.12, (b) 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 Officers' Certificate delivered to the trustee, Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (c) 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 with, Section 4.10 hereof.

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 Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: if (a) the Company or that Guarantor, as applicable, such Restricted Subsidiary could have (ai) incurred 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 Incurrence Ratio test set forth in Section 4.09(a) and (bii) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; 4.10, (b) the gross cash proceeds of that such 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 Officers' Certificate delivered to the trustee, Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (c) 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 are applied in compliance with with, Section 4.10 hereof4.07.

Sale and Leaseback Transactions. The Company will shall 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 Guarantor may enter into a sale and leaseback transaction if: if (a) the Company or that Guarantor, as applicable, could have (ai) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and leaseback transaction under pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof and (bii) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; , (b) 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 Officer's Certificate delivered to the trustee, Trustee) of the property that is the subject of that such sale and leaseback transaction; and transaction and (c) the transfer of assets in that such sale and leaseback transaction is permitted by, and the Company applies the proceeds Net Cash Proceeds of such transaction in compliance with with, Section 4.10 hereof.

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 Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a) the Company or that Guarantor, as applicable, Subsidiary Guarantor 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 the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.11; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officersOfficers’ certificate Certificate delivered to the trusteeTrustee, 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 apply the proceeds of such transaction in compliance with Section 4.10 hereof4.12.

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 Subsidiary Guarantor may enter into a sale and leaseback transaction if: (a) the Company or that Guarantor, as applicable, Subsidiary Guarantor 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 the first paragraph of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof;4.11; 45 (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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 hereof4.12.

Sale and Leaseback Transactions. The Company Partnership will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Partnership or any Restricted Subsidiary that is a Subsidiary Guarantor may enter into a sale and leaseback transaction if: : (a) the Company Partnership or that Subsidiary Guarantor, 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) ), and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; 4.11; (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair 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 trusteeGeneral Partner, of the property that is the subject of that such sale and leaseback transaction; and and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company Partnership applies the proceeds of such transaction in compliance with with, Section 4.10 hereof4.07.

Sale and Leaseback Transactions. The Company AirGate will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company AirGate or any Restricted Subsidiary of AirGate that is a Guarantor may enter into a sale and leaseback transaction if: (a1) the Company AirGate or that Guarantor, 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 tests in (a) and (b), if applicable, of Section 4.09(a) 4.9 hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereofhereto; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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 AirGate applies the proceeds of such transaction in compliance with with, Section 4.10 hereof.

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 transactionLease-Back Transaction; provided that the Company or any Guarantor of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Lease-Back Transaction if: (a1) the Company or that GuarantorRestricted Subsidiary, as if applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Lease-Back Transaction under the Fixed Charge Coverage Total Leverage Ratio test in paragraph (a) of Section 4.09(a) 4.09 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.11; (b2) the gross cash proceeds of that sale Sale and leaseback Lease-Back transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of the Company TER and set forth in an officersOfficers’ certificate Certificate and delivered to the trusteeTrustee, of the property that is the subject of that sale Sale and leaseback Lease-Back transaction; and (c3) the transfer of assets in that sale Sale and leaseback Lease-Back transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with with, Section 4.10 4.12 hereof.

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 Guarantor may enter into a sale and leaseback transaction if: if (ai) the Company or that Guarantor, 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 Ratio test set forth in the first paragraph of Section 4.09(a) 4.12 hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to the covenant described in Section 4.12 4.07 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 Officers' Certificate delivered to the trustee, 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.

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 Guarantor may enter into a sale and leaseback transaction if: (a1) the Company or that Guarantor, 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 in the first paragraph of Section 4.09(a) 4.09 of this Indenture and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereofof this Indenture; (b2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, 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 Section 4.10 hereofof this Indenture.

Sale and Leaseback Transactions. The Company Seven Seas will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company Seven Seas or any Guarantor may enter into a sale and leaseback transaction if: if (ai) the Company Seven Seas or that Guarantor, 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 transition pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.12 hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 4.14 hereof; , (bii) the gross net 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 Officers' Certificate delivered to the trustee, 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.

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 Guarantor Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company or that GuarantorRestricted 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(a4.06(a) and (bii) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 4.08 hereof; (b) 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 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 applies the proceeds of such transaction in compliance with Section 4.10 4.12 hereof.

Sale and Leaseback Transactions. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries (other than, so long as any GCUK Notes are outstanding, GCUK Telecom and its Subsidiaries) to, enter into any sale and leaseback transaction; , provided that the Company or any Guarantor Credit Party may enter into a sale and leaseback transaction if: if (a) the Company or that Guarantor, as applicable, such Credit Party could have (ai) incurred Incurred Indebtedness under Section 4.09 hereof 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) and (bii) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof (taking into account the definition of “Permitted Liens” in Section 1.01 hereof; ), (b) the gross cash proceeds of that such 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 officersOfficers’ certificate Certificate delivered to the trustee, Trustee) of the property Property that is the subject of that such sale and leaseback transaction; and transaction and (c) the transfer of assets Property in that such sale and leaseback transaction is permitted by, treated as an Asset Sale and the Company Issuer applies the proceeds of such transaction in compliance with with, Section 4.10 hereof and Section 3.08 hereof.

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 Guarantor may enter into a sale and leaseback transaction if: (a) the Company or that Guarantor, 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 Sections 4.09(a) and (b) hereof incurred a Lien to secure such Indebtedness without securing the Notes 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 Valuefair 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 trusteeTrustee, 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.

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 PROVIDED that the Company or any Guarantor Restricted Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (ai) the Company or that GuarantorRestricted 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 in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof4.12; (bii) the gross cash proceeds of that sale Sale and leaseback transaction Leaseback Transaction are at least equal to the Fair Market Valuefair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate Officers' Certificate delivered to the trusteeTrustee, of the property that is the subject of that sale Sale and leaseback transactionLeaseback Transaction; and (ciii) 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.

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 Guarantor Subsidiary, as applicable, may enter into a sale and leaseback transaction if: if (ai) the Company or that Guarantor, 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 pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in clause (b) of Section 4.09(a) 4.04 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to Section 4.12 hereof; 4.15, (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 Officers' Certificate delivered to the trustee, 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 with, the covenant described under Section 4.10 hereof4.17.

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 Guarantor Subsidiary, as applicable, may enter into a sale and leaseback transaction if: if (ai) the Company or that 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 pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in clause (b) of Section 4.09(a) 4.04 and (b) incurred a Lien to secure such Indebtedness without securing the Notes pursuant to the covenant described above under Section 4.12 hereof; 4.15, (bii) the gross cash proceeds of that such 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 Officers' Certificate delivered to the trustee, 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 with, the covenant described under Section 4.10 hereof4.17.