Common use of Sale and Leaseback Transactions Clause in Contracts

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: (1) the Company or such Restricted Subsidiary, 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 Debt to Adjusted Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof; or (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (2) the gross cash proceeds of such 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 property that is the subject of the sale and leaseback transaction; and (3) the transfer of assets in the 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 shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided, however, that the Company or any of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (1) the Company or such that Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction pursuant to Leaseback Transaction under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof4.12; (2) the gross cash proceeds of such sale that Sale and leaseback transaction Leaseback Transaction are at least equal to the fair market value (value, as determined in good faith by accordance with the Board definition of Directors) that term in Section 1.01 and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3) the transfer of assets in the sale that Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, by Section 4.10 hereof4.10.

Sale and Leaseback Transactions. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided, however, that the Company or any of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (1) the Company or such that Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction pursuant to Leaseback Transaction under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof4.12; (2) the gross cash proceeds of such sale that Sale and leaseback transaction Leaseback Transaction are at least equal to the fair market value (value, as determined in good faith by accordance with the Board definition of Directors) that term in Section 1.01 and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3) the transfer of assets in the sale that Sale and leaseback transaction 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 shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: (1) the Company or such that Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or 4.11(a) and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof4.15; (2) the gross cash proceeds of such 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) Directors and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of the that sale and leaseback transaction; and (3) the transfer of assets in the that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof4.12.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (1i) the Company or such Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (2ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and , and (3iii) the transfer of assets in the such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, with the provisions of Section 4.10 hereof.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (1i) the Company (or such Restricted Subsidiary, as applicable, the case may be) could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to either of the Debt to Adjusted Consolidated Cash Flow Leverage Ratio test or Consolidated Capital Ratio tests set forth in the first paragraph of Section section 4.09 hereof; or hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (2ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and transaction and (3iii) the transfer of assets in the such sale and leaseback transaction is permitted bytreated as an Asset Sale, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Sale and Leaseback Transactions. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided, however, that the Company or any of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (1) the Company or such that Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction pursuant to Leaseback Transaction under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof4.12; (2) the gross cash proceeds of such sale that Sale and leaseback transaction Leaseback Transaction are at least equal to the fair market value (value, as determined in good faith by accordance with the Board definition of Directors) that term in Section 1.01 and set forth in an Officers’ Certificate delivered to the Holders, of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3) the transfer of assets in the sale that Sale and leaseback transaction 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 shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of and its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (1i) the Company or such Restricted Subsidiary, as applicablethe case may be, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof; or hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (2ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as which, if such proceeds exceed $1.0 million, shall be determined in good faith by the Board of DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and transaction and (3iii) the transfer of assets in the such 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 shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided, howeverthat, that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (1i) the Company or such that Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Ratio test set forth in the first paragraph of Leaseback Transaction under Section 4.09 hereof; or hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (2ii) the gross cash proceeds of such sale that Sale and leaseback transaction Leaseback Transaction are at least equal to the fair market value (as determined Fair Market Value and set forth in good faith by an Officer’s Certificate delivered to the Board of Directors) Trustee, of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3iii) the transfer of assets in the sale that 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 shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and sale-and-leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: (1) the Company or such Restricted Subsidiary, as applicable, may enter into a sale-and-leaseback transaction if (i) the Company could have: have (aA) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and sale-and-leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or hereof and (bB) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; ; (2ii) the gross cash proceeds of such sale and sale-and-leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the sale and such sale-and- leaseback transaction; and and (3iii) the transfer of assets in the sale and such 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 shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, enter into any sale and leaseback transaction; provided, however, that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: (1a) the Company or such that Restricted Subsidiary, as applicable, could have: have (ai) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to under the Debt to Adjusted Consolidated Cash Flow Leverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or 4.11 hereof and (bii) incurred created a Lien to secure on such Indebtedness property securing Attributable Debt pursuant to the provisions of Section 4.12 4.13 hereof; (2b) the gross net cash proceeds of 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) Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of the that sale and leaseback transaction; and (3c) the transfer of assets in the such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the provisions of Section 4.10 4.21 hereof.

Sale and Leaseback Transactions. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any sale and sale-and-leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: (1) the Company or such Restricted Subsidiary, as applicable, may enter into a sale-and-leaseback transaction if (i) the Company could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and sale-and- leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow EBITDA Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or and (b) incurred created a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; 4.13, (2ii) the gross cash proceeds fair market value of the consideration of such sale and sale-and-leaseback transaction are is at least equal to the fair market value (as determined in good faith by the Board of DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property Property that is the subject of the sale and such sale-and-leaseback transaction; and , and (3iii) the transfer of assets in the sale and such sale-and-leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof4.12.

Sale and Leaseback Transactions. The Company shall Parent will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided, however, that the Company Parent or any of its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: : (1) the Company Parent or such that Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction pursuant to Leaseback Transaction under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or 4.08 and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; 4.11; (2) the gross cash proceeds of such sale that Sale and leaseback transaction Leaseback Transaction are at least equal to the fair market value (value, as determined in good faith by accordance with the Board definition of Directors) that term in Section 1.01 and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3) the transfer of assets in the 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 Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company Holdings or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (1i) the Company Holdings or such Restricted Subsidiary, as applicable, Subsidiary could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (2ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of DirectorsManagement Committee and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and transaction and (3iii) the transfer of assets in the such sale and leaseback transaction is permitted by, and if applicable, the Company applies Issuers apply the proceeds of such transaction in compliance with, Section 4.10 hereof.. Notwithstanding the foregoing, Delta Manlift, S.A.

Sale and Leaseback Transactions. The Company shall TWI and the Companies will not, and shall will not permit any of its their respective Restricted Subsidiaries to, enter into any sale and leaseback transaction; providedprovided that TWI, however, that the Company Companies or any of its Restricted Subsidiaries the Subsidiary Guarantors may enter into a sale and leaseback transaction if: (1a) the TWI, such Company or such Restricted Subsidiary, as applicable, Subsidiary Guarantor could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or; (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (2) the gross cash proceeds of such 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) Directors of TWI and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of the that sale and leaseback transaction; and (3c) the transfer of assets in the that 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 4.12 hereof.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (1i) the Company (or such Restricted Subsidiary, as applicable, the case may be) could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to either of the Debt to Adjusted Consolidated Cash Flow Leverage Ratio test or Consolidated Capital Ratio tests set forth in the first paragraph of Section 4.09 hereof; or section 4.9 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (2ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and transaction and (3iii) the transfer of assets in the such sale and leaseback transaction is permitted bytreated as an Asset Sale, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Sale and Leaseback Transactions. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transaction; providedLeaseback Transaction, however, provided that the Company or any of or its Restricted Subsidiaries may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (1) the Company or such Restricted Subsidiary, as applicable, could have: have incurred (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction pursuant to Leaseback Transaction under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or subsection 4.09(a) and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof4.12; (2) the gross cash proceeds of such sale that 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) Company, whose determination shall be conclusive, and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3) the transfer of assets in the 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 shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transactiontransaction other than among the Company and its Restricted Subsidiaries; provided, however, provided that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: (1) the Company or such that Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (2) the gross cash proceeds of such 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) Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of the that sale and leaseback transaction; and (3) the transfer of assets in the 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 shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: if (1a) the Company or such Restricted Subsidiary, as applicable, could have: have (ai) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to either (1) the Debt to Adjusted Consolidated Cash Flow Coverage Ratio test set forth in Section 4.12(a) or (2) clause (xiv) of the first paragraph definition of Section 4.09 hereof; or the term "Permitted Indebtedness" and (bii) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; 4.18 and (2b) the gross sale portion of such sale and leaseback transaction complies with Section 4.16, and the net proceeds from such sale are applied in accordance with such Section 4.16 and (c) the cash proceeds of 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 DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and (3) the transfer of assets in the 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 Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, PROVIDED that the Company Issuer or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: if (1a) the Company Issuer or such Restricted Subsidiary, as applicablethe case may be, could have: have (ai) incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or herein and (bii) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (2b) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board board of Directorsdirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and transaction and (3c) the transfer of assets in the such sale and leaseback transaction is permitted by, and the Company Issuer applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and sale-and-leaseback transaction; provided, however, that the Company or any of its Restricted Subsidiaries Subsidiary, as applicable, may enter into a sale and sale-and-leaseback transaction if: if (1i) the Company or such Restricted Subsidiary, as applicable, Subsidiary could have: (a) have incurred Indebtedness in an amount equal to the Attributable Debt Indebtedness relating to such sale and sale-and-leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or , (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; (2ii) the gross cash proceeds of such sale and sale-and-leaseback transaction are at least equal to the fair market value (as determined in good faith by accordance with the Board definition of Directorssuch term, the results of which determination shall be set forth in an Officers' Certificate delivered to the Trustee) of the property properties or assets that is are the subject of the sale such sale-and-leaseback transaction and leaseback transaction; and (3iii) the transfer of such properties or assets in the sale and such 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 shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (1i) the Company or such Restricted Subsidiary, as applicable, Subsidiary could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; , (2ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of DirectorsManagement Committee and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and transaction and (3iii) the transfer of assets in the such sale and leaseback transaction is permitted by, and if applicable, the Company applies Issuers apply the proceeds of such transaction in compliance with, with Section 4.10 hereof.. Notwithstanding the foregoing, Delta Manlift, S.A.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries Subsidiary thereof may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (1i) the Company or such Restricted Subsidiary, as applicable, could have: have (aA) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Leaseback Transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof; or and (bB) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereofin which case such Indebtedness and Lien shall be deemed to have been so Incurred; (2ii) the gross cash proceeds of such sale that Sale and leaseback transaction Leaseback Transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors) Fair Market Value of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3iii) the transfer of assets in the sale that Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies Issuers apply the proceeds of such transaction in compliance with, Section 4.10 hereof4.10.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: (1a) the Company or such that Restricted Subsidiary, as applicable, could have: have (ai) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to under the Debt to Adjusted Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof; or 4.09(a) hereof and (bii) incurred created a Lien to secure on such Indebtedness property securing Attributable Debt pursuant to the provisions of Section 4.12 4.11 hereof; (2b) the gross net cash proceeds of 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) Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of the that sale and leaseback transaction; and (3c) the transfer of assets in the such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the provisions of Section 4.10 4.12 hereof.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries may enter into a sale and leaseback transaction if: if (1i) the Company or such Restricted Subsidiary, as applicable, could have: have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or 4.9 hereto and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of covenant described above under Section 4.12 hereof; hereto, (2ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of DirectorsDirectors and set forth in an Officers' Certificate delivered to the Trustee) of the property that is the subject of the such sale and leaseback transaction; and transaction and (3iii) the transfer of assets in the such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, accordance with the provisions of Section 4.10 hereofhereto.

Sale and Leaseback Transactions. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transactiontransaction other than among the Company and its Wholly-Owned Restricted Subsidiaries; provided, however, provided that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: (1) the Company or such that Restricted Subsidiary, as applicable, could have: (a) have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to under the Debt to Adjusted Consolidated Cash Flow Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof4.09; (2) the gross cash proceeds of such 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) Directors and set forth in an Officers' Certificate delivered to the Trustee (or as determined in good faith by the Company in the case of a sale and leaseback transaction resulting in gross cash proceeds of less than $2.5 million), of the property that is the subject of the that sale and leaseback transaction; and (3) the transfer of assets in the 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 shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that the Company or any of its Restricted Subsidiaries Subsidiary may enter into a sale and leaseback transaction if: (1a) the Company or such that Restricted Subsidiary, as applicable, could have: have (ai) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to under the Debt to Adjusted Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof; or 4.09(a) hereof and (bii) incurred created a Lien to secure on such Indebtedness property securing Attributable Debt pursuant to the provisions of Section 4.12 4.11 hereof; (2b) the gross net cash proceeds of 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) Directors of the Company and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of the that sale and leaseback transaction; and (3c) the transfer of assets in the such sale and leaseback transaction is permitted by, and the Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the provisions of Section 4.10 4.12 hereof.

Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale Sale and leaseback transactionLeaseback Transaction; provided, however, provided that the Company or any of its Restricted Subsidiaries Subsidiary thereof may enter into a sale Sale and leaseback transaction Leaseback Transaction if: (1i) the Company or such Restricted Subsidiary, as applicable, could have: have (aA) incurred Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale Sale and leaseback transaction Leaseback Transaction pursuant to the Debt to Adjusted Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof; or and (bB) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereofin which case such Indebtedness and Lien shall be deemed to have been so Incurred; (2ii) the gross cash proceeds of such sale that Sale and leaseback transaction Leaseback Transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors) Fair Market Value of the property that is the subject of the sale that Sale and leaseback transactionLeaseback Transaction; and (3iii) the transfer of assets in the sale that Sale and leaseback transaction Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof4.10.