Common use of Limitation on Sales and Leasebacks Clause in Contracts

Limitation on Sales and Leasebacks. Enter into any Sale-Leaseback Transaction; provided that (a) the Company or any of its Subsidiaries may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereof, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all proceeds received by the Company and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on and after the Restatement Effective Date shall not exceed $75,000,000 in any Fiscal Year, (iii) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c), (iv) the Lien on the Property securing such Attributable Debt is permitted by Section 6.02(p) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c), and (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company consists solely of cash and is paid at the time of the closing of such sale, (iv) the Net Cash Proceeds therefrom equal at least 95% of the Fair Market Value of the Property subject to such Sale-Leaseback Transaction, (v) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted by Section 6.01 and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c) (the “Nashville Headquarters Sale-Leaseback Transaction”).

Limitation on Sales and Leasebacks. Enter into any Sale-Leaseback Transaction; provided that (a) the Company or any of its Subsidiaries may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereof, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all proceeds received by the Company and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on and after the Restatement Original Effective Date shall not exceed $75,000,000 50,000,000 in any Fiscal Year, (iii) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c), (iv) the Lien on the Property securing such Attributable Debt is permitted by Section 6.02(p) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c), and (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company consists solely of cash and is paid at the time of the closing of such sale, (iv) the Net Cash Proceeds therefrom equal at least 95% of the Fair Market Value of the Property subject to such Sale-Leaseback Transaction, (v) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted by Section 6.01 and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c) (the “Nashville Headquarters Sale-Leaseback Transaction”).

Limitation on Sales and Leasebacks. Enter into any Sale-Leaseback Transaction; provided that (a) the Company or any of its Subsidiaries may effect Permitted Sale-Sale- Leaseback Transactions in accordance with the definition thereof, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all proceeds received by the Company and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on and after the Restatement Effective Date shall not exceed $75,000,000 in any Fiscal Year, (iii) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c), (iv) the Lien on the Property securing such Attributable Debt is permitted by Section 6.02(p) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c), and (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company consists solely of cash and is paid at the time of the closing of such sale, (iv) the Net Cash Proceeds therefrom equal at least 95% of the Fair Market Value of the Property subject to such Sale-Leaseback Transaction, (v) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted by Section 6.01 and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c) (the “Nashville Headquarters Sale-Leaseback Transaction”).

Limitation on Sales and Leasebacks. Enter The Company will not itself, and will not permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction; provided that arrangement with any bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or such Restricted Subsidiary for a period, including renewals, in excess of 3 years of any Restricted Property which has been owned and operated by the Company or such Restricted Subsidiary for more than 6 months and which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Restricted Property (herein referred to as a "sale and leaseback transaction") unless either: (a) the Company or such Restricted Subsidiary could create indebtedness secured by a Mortgage pursuant to Section 3.05 on the Restricted Property to be leased, in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction, without equally and ratably securing the Securities of each series; (b) since the date hereof and within a period commencing 12 months prior to the consummation of the sale and leaseback transaction and ending 12 months after the consummation of such sale and leaseback transaction, the Company or any of its Subsidiaries Restricted Subsidiary, as the case may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereofbe, so long as has expended or will expend for any Restricted Property an amount equal to (i) no Default or Event the greater of Default then exists or would result therefrom, (iix) the aggregate amount net proceeds of all proceeds received by the Company such sale and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on leaseback transaction and after the Restatement Effective Date shall not exceed $75,000,000 in any Fiscal Year, (iiiy) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c), (iv) fair market value of the Lien on the Restricted Property securing such Attributable Debt is permitted by Section 6.02(p) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c), and (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company consists solely of cash and is paid leased at the time of entering into such transaction, as determined by the closing Board of Directors (the greater of the sums specified in clauses (x) and (y) being referred to herein as the "Net Proceeds of such saletransaction"), and the Company elects to designate such amount as satisfying any obligation it would otherwise have under clause (ivc) hereof or (ii) a part of the Net Proceeds of such transaction and the Company elects to designate such amount as satisfying part of the obligation it would otherwise have under clause (c) hereof and applies an amount equal to the remainder of such Net Proceeds as provided in clause (c) hereof; or (c) the Net Cash Proceeds therefrom equal at least 95% Company, within 12 months of the Fair Market Value consummation of any such sale and leaseback transaction, applies an amount equal to the Net Proceeds of such transaction (less any amount elected under clause (b) of this Section 3.06) to the retirement of Funded Debt of the Property subject Company ranking on a parity with the Securities of each series. No retirement referred to such Sale-Leaseback Transaction, in this clause (vc) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted may be effected by Section 6.01 and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and payment at maturity or pursuant to the extent) required by Section 2.11(c) (the “Nashville Headquarters Sale-Leaseback Transaction”)any mandatory sinking fund or prepayment provision.

Limitation on Sales and Leasebacks. Enter The Company will not itself, and will not permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction; provided that arrangement with any bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or such Restricted Subsidiary for a period, including renewals, in excess of 3 years of any Restricted Property which has been owned and operated by the Company or such Restricted Subsidiary for more than 12 months and which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Restricted Property (herein referred to as a "SALE AND LEASEBACK TRANSACTION") unless either: (a) the Company or such Restricted Subsidiary could create indebtedness secured by a Mortgage pursuant to Section 3.05 on the Restricted Property to be leased, in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction, without equally and ratably securing the Securities of each series; (b) since the date hereof and within a period commencing 12 months prior to the consummation of the sale and leaseback transaction and ending 12 months after the consummation of such sale and leaseback transaction, the Company or any of its Subsidiaries Restricted Subsidiary, as the case may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereofbe, so long as has expended or will expend for any Restricted Property an amount equal to (i) no Default or Event the greater of Default then exists or would result therefrom, (iix) the aggregate amount net proceeds of all proceeds received by the Company such sale and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on leaseback transaction and after the Restatement Effective Date shall not exceed $75,000,000 in any Fiscal Year, (iiiy) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c), (iv) fair market value of the Lien on the Restricted Property securing such Attributable Debt is permitted by Section 6.02(p) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c), and (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company consists solely of cash and is paid leased at the time of entering into such transaction, as determined by the closing Board of Directors (the greater of the sums specified in clauses (x) and (y) being referred to herein as the "Net Proceeds" of such saletransaction), and the Company elects to designate such amount as satisfying any obligation it would otherwise have under clause (ivc) hereof or (ii) a part of the Net Proceeds of such transaction and the Company elects to designate such amount as satisfying part of the obligation it would otherwise have under clause (c) hereof and applies an amount equal to the remainder of such Net Proceeds as provided in clause (c) hereof; or (c) the Net Cash Proceeds therefrom equal at least 95% Company within 12 months of the Fair Market Value consummation of any such sale and leaseback transaction, applies an amount equal to the Net Proceeds of such transaction (less any amount elected under clause (b) of this Section 3.06) to the retirement of Funded Debt of the Property subject Company ranking on a parity with the Securities of each series. No retirement referred to such Sale-Leaseback Transaction, in this clause (vc) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted may be effected by Section 6.01 and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and payment at maturity or pursuant to the extent) required by Section 2.11(c) (the “Nashville Headquarters Sale-Leaseback Transaction”)any mandatory sinking fund or prepayment provision.

Limitation on Sales and Leasebacks. Enter The Company shall not, and shall not permit any Significant Subsidiary to, enter into any Sale-Sale and Leaseback Transaction; provided Transaction without in any such case effectively providing that the Securities (a) together with, if the Company shall so determine, any other Indebtedness of the Company or any of its Subsidiaries may effect Permitted Sale-Significant Subsidiary then existing or thereafter created) shall be secured equally and ratably with or prior to such Sale and Leaseback Transactions in accordance with the definition thereofTransaction, so long as such Sale and Leaseback Transaction shall be outstanding, unless, after giving effect thereto: (i) no Default or Event of Default then exists or would result therefrom, (iia) the aggregate amount of all Attributable Debt of the Company and its Significant Subsidiaries in respect of Sale and Leaseback Transactions then outstanding pursuant to this Section 1007(a) would not exceed an aggregate amount equal to the greater of (i) U.S.$2,800.00 million and (ii) 16% of Consolidated Net Tangible Assets less, in each case, any secured Indebtedness permitted under Section 1006; (b) the Company or a Subsidiary, within 12 months after such Sale and Leaseback Transaction, (i) applies to the retirement of Indebtedness which is not owed to the Company or a Subsidiary and which is not subordinated to the Securities of any series or (ii) invests in equipment, plant facilities or other fixed assets used in the operations of the Company or a Subsidiary, an aggregate amount equal to the greater of (x) the net proceeds received of the sale or transfer of the property or other assets that are the subject of such Sale and Leaseback Transaction and (y) the fair market value of the property so leased; or (c) the transaction involves the lease by the Company or its subsidiaries of real estate contributed to a Real Estate Trust. Notwithstanding the foregoing, the Company and its Subsidiaries from all Permitted Sale-may enter into Sale and Leaseback Transactions consummated on that solely refinance, extend, renew or refund Sale and after Leaseback Transactions permitted pursuant to Sections 1007(a) and 1007(b) and the Restatement Effective Date restriction described in the introductory sentence of this Section 1007 shall not exceed $75,000,000 in any Fiscal Year, (iii) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c), (iv) the Lien on the Property securing such Attributable Debt is permitted by Section 6.02(p) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c), and (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company consists solely of cash and is paid at the time of the closing of such sale, (iv) the Net Cash Proceeds therefrom equal at least 95% of the Fair Market Value of the Property subject apply to such Sale-Leaseback Transactionrefinancing, (v) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted by Section 6.01 and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c) (the “Nashville Headquarters Sale-Leaseback Transaction”)extension, renewal or refunding.

Limitation on Sales and Leasebacks. Enter into any Sale-Leaseback Transaction; provided that (a) the Company US Borrower or any of its Subsidiaries may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereof, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all proceeds received by the Company US Borrower and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on and after the Restatement Effective Closing Date shall not exceed $75,000,000 in any Fiscal Year15,000,000 (excluding, for avoidance of doubt, the Nashville Headquarters Sale-Leaseback Transaction), (iii) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c7.2(c), (iv) the Lien on the Property securing such Attributable Debt is permitted by Section 6.02(p7.3(q) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c2.12(b), and (b) the Company US Borrower may sell and leaseback its headquarters located in Nashville, TennesseeTennessee within fifteen months following the Closing Date, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company US Borrower consists solely of cash and is paid at the time of the closing of such sale, (iv) the Net Cash Proceeds therefrom equal at least 95% of the Fair Market Value of the Property subject to such Sale-Leaseback Transaction, (v) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted by Section 6.01 7.3(q) and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c2.12(b) (the “Nashville Headquarters Sale-Leaseback Transaction”).

Limitation on Sales and Leasebacks. Enter into any Sale-Leaseback Transaction; provided that (a) the Company or any of its Subsidiaries may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereof, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all proceeds received by the Company and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on and after the Restatement Effective Date shall not exceed $75,000,000 50,000,000 in any Fiscal Year, (iii) the Attributable Debt resulting from such Permitted Sale-Leaseback Transaction is permitted by Section 6.01(c), (iv) the Lien on the Property securing such Attributable Debt is permitted by Section 6.02(p6.02(q) and (v) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c), and (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) such sale is made pursuant to an arm’s-length transaction, (iii) the consideration received by the Company consists solely of cash and is paid at the time of the closing of such sale, (iv) the Net Cash Proceeds therefrom equal at least 95% of the Fair Market Value of the Property subject to such Sale-Leaseback Transaction, (v) the Lien on the Property securing the Attributable Debt resulting therefrom is permitted by Section 6.01 and (vi) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c) (the “Nashville Headquarters Sale-Leaseback Transaction”).