Common use of Limitation on Restrictions on Subsidiary Dividends and Other Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (a “Subject Subsidiary”), to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Borrower or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Borrower or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary or (c) transfer any of its properties or assets to the Borrower or any such Subsidiary that is a direct or indirect parent of such Subject Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings; (ii) this Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement; (iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary, (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business; (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof; (v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, 44 assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction; (vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Borrower’s board of managers, not materially more restrictive than those contained in the respective instruments so Refinanced; (vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor; (viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement; (ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s board of managers has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect; (x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary; (xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub‑clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (a “Subject Subsidiary”), to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Borrower or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Borrower or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary or (c) transfer any of its properties or assets to the Borrower or any such Subsidiary that is a direct or indirect parent of such Subject Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: : (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings; ; (ii) this Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar 44 in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement; (iii); (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary, (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business; ; (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof; ; (v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, 44 assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction; ; (vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Borrower’s board of managers, not materially more restrictive than those contained in the respective instruments so Refinanced; ; (vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor; ; (viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement; ; (ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s board of managers has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect; ; (x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary; ; (xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition 45 or construction of fixed or capital assets to the extent, in the case of sub‑clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Borrower Each Obligor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (a “Subject Subsidiary”), other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Borrower such Obligor or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Borrower an Obligor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary, (b) make loans or advances to the Borrower any Obligor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary or (c) transfer any of its properties or assets to the Borrower any Obligor or any such Subsidiary that is a direct or indirect parent of such Subject former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: : (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings; ; (ii) this Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement; (iii); (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower an Obligor or a Subsidiary, (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder thereunder, or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business; ; (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof; (v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, 44 assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction; (vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Borrower’s board of managers, not materially more restrictive than those contained in the respective instruments so Refinanced; (vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor; (viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement; (ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s board of managers has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect; (x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary; (xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub‑clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.;

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Borrower Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (a “Subject Subsidiary”), other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Borrower Guarantor or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary, (b) make loans or advances to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary or (c) transfer any of its properties or assets to the Borrower Guarantor or any such Subsidiary that is a direct or indirect parent of such Subject former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: : (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings; , (ii) this Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement; , (iii) ) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business; thereunder, (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof; (v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, 44 assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction; (vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Borrower’s board of managers, not materially more restrictive than those contained in the respective instruments so Refinanced; (vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor; (viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement; (ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s board of managers has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect; (x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary; (xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub‑clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.,

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Borrower Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (a “Subject Subsidiary”), other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Borrower Guarantor or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary, (b) make loans or advances to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary or (c) transfer any of its properties or assets to the Borrower Guarantor or any such Subsidiary that is a direct or indirect parent of such Subject former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: : (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings; ; (ii) this Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement; ; (iii) ) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Guarantor or a Subsidiary, (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business; ; (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof; (v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, 44 assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction; (vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Borrower’s board of managers, not materially more restrictive than those contained in the respective instruments so Refinanced; (vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor; (viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement; (ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s board of managers has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect; (x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary; (xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub‑clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.;

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Borrower Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other than the Borrower (a “Subject Subsidiary”), to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Borrower Guarantor or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary, (b) make loans or advances to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject Subsidiary or (c) transfer any of its properties or assets to the Borrower Guarantor or any such Subsidiary that is a direct or indirect parent of such Subject Subsidiary (or, solely in the case of clause (xiixi) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: : (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings; , (ii) this Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement; , (iii) ) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Guarantor or a Subsidiary, (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights 42 #85763602v22 thereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business; , (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof; , (v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower Guarantor or any Subsidiary, (B) shall sell, transfer, 44 assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary; , provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction; , (vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the BorrowerGuarantor’s board of managersdirectors, not materially more restrictive than those contained in the respective instruments so Refinanced; , (vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor; , (viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; , provided that such sale or disposition otherwise complies with this Agreement; , (ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower Guarantor or any other Subsidiary, to any other Debt of such Indebted Subsidiary; , provided that (A) such Debt is permitted under this Agreement; Agreement and (B) the BorrowerGuarantor’s board of managers directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect; , (x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary; governing Intercompany Debt, (xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub‑clause sub- clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and , and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) 43 #85763602v22 of this Section 5.10; , provided that the aggregate investment of the Borrower Guarantor in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and 500,000,000 or (b) 35.0% of Consolidated Tangible AssetsAssets at such time. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; , provided that such Debt is otherwise permitted by this Agreement.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. The Borrower Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (a “Subject Subsidiary”), other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Borrower Guarantor or any Subsidiary, or pay any Debt owed by any Subject Subsidiary to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary, (b) make loans or advances to the Borrower Guarantor or any Subsidiary that is a direct or indirect parent of such Subject former Subsidiary or (c) transfer any of its properties or assets to the Borrower Guarantor or any such Subsidiary that is a direct or indirect parent of such Subject former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: : (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings; ; (ii) this Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement; (iii); (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Guarantor or a Subsidiary, (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder or (C) customary provisions restricting the assignment of contracts entered into in the ordinary course of business; ; (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the date hereof; (v) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Borrower or any Subsidiary, (B) shall sell, transfer, 44 assign, lease or otherwise dispose of all or substantially all of such Person’s assets to the Borrower or a Subsidiary, or (C) otherwise becomes a Subsidiary; provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such transaction; (vi) provisions contained in Refinancings, so long as such provisions are, in the good faith determination of the Borrower’s board of managers, not materially more restrictive than those contained in the respective instruments so Refinanced; (vii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor; (viii) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets; provided that such sale or disposition otherwise complies with this Agreement; (ix) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to the Borrower or any other Subsidiary, to any other Debt of such Indebted Subsidiary; provided that (A) such Debt is permitted under this Agreement; and (B) the Borrower’s board of managers has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect; (x) provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Borrower or another Subsidiary; (xi) provisions contained in instruments or agreements evidencing or governing (A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub‑clause (B), such instrument or agreement prohibits transfers of the assets financed with such Debt; and (xii) provisions contained in debt instruments, obligations or other agreements of any Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10; provided that the aggregate investment of the Borrower in all such Subsidiaries (determined in accordance with GAAP) shall at no time exceed the greater of (a) $300,000,000 and (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.10 shall not prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary; provided that such Debt is otherwise permitted by this Agreement.;