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 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 The Company will not, and will not permit any Subsidiary to, enter into any Sale-Leaseback Transaction; provided that arrangement with any bank, insurance company or other lender or investor (a) not including the Company or any Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or any such Subsidiary of its Subsidiaries may any Principal Property which has been owned and operated by the Company or such Subsidiary for more than 180 days and which has been sold or transferred by the Company or such Subsidiary to such lender or investor or to any Person to whom funds have been advanced by such lender or investor (each, a "sale and leaseback transaction") unless, after giving effect Permitted Sale-Leaseback Transactions in accordance with the definition thereofthereto, 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 Attributable Debt of the Company and its Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on in respect of such sale and leaseback transactions occurring after the Restatement Effective Date shall date of this Indenture and existing at such time which would otherwise be prohibited under this Section 1005 plus all secured Debt then outstanding of the Company and its Subsidiaries incurred after the date of this Indenture which would otherwise be prohibited by Section 1004, would not exceed $75,000,000 5% of Consolidated Net Tangible Assets. This restriction does not apply to, and there shall be excluded from Attributable Debt in any Fiscal Yearcomputation under such restriction, Attributable Debt with respect to any sale and leaseback transaction under any of the following circumstances: (iii1) the Attributable Debt resulting from lease in such Permitted Sale-Leaseback Transaction sale and leaseback transaction is permitted by Section 6.01(cfor a period, including renewals, of not in excess of three years; or (2) the property which is the subject of the sale and leaseback transaction is property capable of being subject to a Lien described in clauses (1), (iv2), (3), (8) or (9) in Section 1004; or -66- 79 (3) the Lien on Company or a Subsidiary, within 180 days after the Property securing sale or transfer shall have been made by the Company or by any such Subsidiary, applies an amount equal to the lesser of (i) Attributable Debt is permitted by Section 6.02(p) and or (vii) the Net Cash Proceeds therefrom are applied and/or reinvested net proceeds of any such sale or transfer to (a) the acquisition of other Principal Property of equal fair market value (as (and to determined by the extentBoard of Directors) required by Section 2.11(c), and or (b) the Company may sell and leaseback its headquarters located in Nashville, Tennessee, so long as retirement of indebtedness for pari passu borrowed money (i) no Default or Event including Securities 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”any Series).

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”).

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”).