Common use of Limitation on Restrictions on Subsidiary Dividends Clause in Contracts

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on such Restricted Subsidiary's Capital Stock or (b) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iii) make loans or advances to the Company or any of its Restricted Subsidiaries, or (iv) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iv) above, for such encumbrances or restrictions existing under or by reason of: (1) any Credit Facility containing dividend or other payment restrictions that are not more restrictive than those contained in the documents governing the Credit Facility on the Issue Date; (2) this Indenture, the Security Documents and the Notes; (3) applicable law; (4) Acquired Debt; provided, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and (7) the agreements governing permitted Refinancing Indebtedness; provided, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to:Subsidiary (ia) to (1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (aA) on such Restricted Subsidiary's Capital Stock or (bB) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or profits or (ii2) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iiib) to make loans or advances to the Company or any of its Restricted Subsidiaries, or (ivc) to transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iv) above, except for such encumbrances or restrictions existing under or by reason of: (1i) the Revolving Credit Facility, as in effect on the Closing Date, or any Credit Facility refinancings, amendments, modifications or supplements thereof containing dividend or other payment restrictions that are not materially more restrictive than those contained in the documents governing the Revolving Credit Facility on the Issue Closing Date;, (2ii) this Indenture, the Security Documents and the Notes;, (3iii) applicable law;, (4iv) Acquired Debtrestrictions with respect to a Subsidiary that was not a Subsidiary on the Closing Date in existence at the time such Person becomes a Subsidiary (but not created as a result of or in anticipation of such Person becoming a Subsidiary); provided, that such encumbrances and restrictions are not applicable to any Person, other Person or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired;, (5v) customary non-assignment and net worth provisions of any contract, contract or lease or license entered into in the ordinary course of business;, (6vi) customary restrictions on the transfer of assets subject to a Permitted Lien permitted under this Indenture imposed by the holder of such Lien; , (vii) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale, and (7viii) the agreements governing permitted Refinancing Indebtedness; Indebtedness (including Indebtedness Refinancing Acquired Debt), provided, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no not materially more restrictive than those contained in any agreements governing the Indebtedness being refinancedRefinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: (ia) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (ai) on such Restricted Subsidiary's Capital Stock or (bii) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or (iib) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iiic) make loans or advances to the Company or any of its Restricted Subsidiaries, or (ivd) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (ia) through (ivd) above, for such encumbrances or restrictions existing under or by reason of: (1) any the Credit Facility as in effect on the Issue Date, or any amendments, modifications, supplements, refinancings or replacements thereof containing dividend or other payment restrictions that are not more restrictive than those contained in the documents governing the Credit Facility Facility, as in effect on the Issue Date; (2) this Indenture, the Security Documents Agreements, the Disbursement Agreement and the Notes; (3) applicable law; (4) Acquired Debt; provided, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment assignment, subletting and net worth provisions of any contract, contract or lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and; (7) Indebtedness incurred by the Partnership Entities pursuant to Section 4.9(b)(i) provided, that such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and are not applicable to any Person other than the Partnership Entity incurring such Indebtedness; (8) the agreements governing permitted Refinancing Indebtedness; provided, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinanced; and (9) an agreement for the sale or disposition of assets or the Capital Stock of such Restricted Subsidiary; provided, that such restriction or encumbrance is (i) only applicable to such Restricted Subsidiary or assets, as applicable, and (ii) effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery.

Limitation on Restrictions on Subsidiary Dividends. The Company Issuer shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: (ia) pay dividends or make any other distributions to the Company Issuer or any of its Restricted Subsidiaries (ai) on such Restricted Subsidiary's ’s Capital Stock or (bii) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's ’s profits, or (iib) pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries, or (iiic) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries, or (ivd) transfer any of its assets to the Company Issuer or any of its Restricted Subsidiaries, except, with respect to clauses (ia) through (ivd) above, for such encumbrances or restrictions existing under or by reason of: (1) any Credit Facility containing dividend or other payment restrictions that are not more restrictive than those contained in the documents governing the Credit Facility on the Issue Date, including the Intercreditor Agreement; (2) this Indenture, the Security Documents and the Notes; (3) applicable law; (4) Acquired Debt; providedprovided that, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and (7) the agreements governing permitted Refinancing Indebtedness; providedprovided that, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to:Subsidiary (ia) to (1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (aA) on such Restricted Subsidiary's Capital Stock or (bB) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or profits or (ii2) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iiib) to make loans or advances to the Company or any of its Restricted Subsidiaries, or (ivc) to transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iv) above, except for such encumbrances or restrictions existing under or by reason of: (1i) the New Credit Facility, as in effect on the Closing Date, or any Credit Facility refinancings, amendments, modifications or supplements thereof containing dividend or other payment restrictions that are not materially more restrictive than those contained in the documents governing the New Credit Facility on the Issue Closing Date;, (2ii) this Indenture, the Security Documents and the Notes;, (3iii) applicable law;, (4iv) Acquired Debtrestrictions with respect to a Subsidiary that was not a Subsidiary on the Closing Date in existence at the time such Person becomes a Subsidiary (but not created as a result of or in anticipation of such Person becoming a Subsidiary); provided, that such encumbrances and restrictions are not applicable to any Person, other Person or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired;, (5v) customary non-assignment and net worth provisions of any contract, contract or lease or license entered into in the ordinary course of business;, (6vi) customary restrictions on the transfer of assets subject to a Permitted Lien permitted under this Indenture imposed by the holder of such Lien; , (vii) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale, and (7viii) the agreements governing permitted Refinancing Indebtedness; Indebtedness (including Indebtedness Refinancing Acquired Debt), provided, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no not materially more restrictive than those contained in any agreements governing the Indebtedness being refinancedRefinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on such Restricted Subsidiary's Capital Stock or (b) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iii) make loans or advances to the Company or any of its Restricted Subsidiaries, or (iv) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iv) above, for such encumbrances or restrictions existing under or by reason of: (1) any Credit Facility containing dividend or other payment restrictions that are not more restrictive than those contained in the documents governing the Original Credit Facility on the Issue DateFacility; (2) this Indenture, the Security Documents and the Notes; (3) applicable law; (4) Acquired Debt; provided, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and (7) the agreements governing permitted Refinancing Indebtedness; provided, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to:Subsidiary (ia) to (1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (aA) on such Restricted Subsidiary's Capital Stock or (bB) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or profits or (ii2) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iiib) to make loans or advances to the Company or any of its Restricted Subsidiaries, or (ivc) to transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iv) above, except for such encumbrances or restrictions existing under or by reason of: (1i) the Revolving Credit Facility, as in effect on the Closing Date, or any Credit Facility refinancing thereof containing dividend or other payment restrictions that are not materially more restrictive than those contained in the documents governing the Revolving Credit Facility on the Issue Closing Date;, (2ii) this Indenture, the Security Documents Senior Notes and the Notes; (3) applicable law; (4) Acquired Debt; providedindentures under which the Senior Notes are issued, each as in effect on the Closing Date, or any refinancing thereof containing restrictions that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and (7) the agreements governing permitted Refinancing Indebtedness; provided, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no materially more restrictive than those contained in any agreements governing the Indebtedness being refinanced.Senior Notes and such indentures on the Closing Date; (iii) customary net worth restrictions on the actions specified in clause (a)(1) above contained in the German Subsidiary Facilities, (iv) this Indenture and the Notes, 34 36 (v) applicable law,

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: to (ia) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (ai) on such Restricted Subsidiary's Capital Stock or (bii) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or or (iib) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, or or (iiic) make loans or advances to the Company or any of its Restricted Subsidiaries, or or (ivd) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (ia) through (ivd) above, for such encumbrances or restrictions existing under or by reason of: of (1) the Revolving Credit Facility entered into during the six month period commencing on the Issue Date (the "INITIAL FACILITY") or any other Revolving Credit Facility containing dividend or other payment restrictions that are not more restrictive than those contained in the documents governing the Credit Facility on the Issue Date; Initial Facility; (2) this Indenture, the Security Documents and the Notes; ; (3) applicable law; ; (4) Acquired Debt; providedPROVIDED, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; ; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; ; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and and (7) the agreements governing permitted Refinancing Indebtedness; provided, PROVIDED, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinancedRefinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: (ia) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (ai) on such Restricted Subsidiary's Capital Stock or (bii) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or (iib) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iiic) make loans or advances to the Company or any of its Restricted Subsidiaries, or (ivd) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (ia) through (ivd) above, for such encumbrances or restrictions existing under or by reason of: (1) any a Senior Credit Facility containing dividend or other payment restrictions that are not more restrictive in any material respect than those contained in the documents governing the Credit Facility this Indenture on the Issue Date; (2) this Indenture, the Security Documents and the Notes; (3) applicable lawlaw or any applicable rule or order of any Governmental Authority; (4) Acquired Debt; provided, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and; (7) the agreements governing permitted Refinancing Indebtedness; provided, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive in any material respect than those contained in any agreements governing the Indebtedness being refinanced; and (8) any restrictions with respect to a Restricted Subsidiary imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary; provided, that such restrictions only apply to the Equity Interests or assets of such Restricted Subsidiary being sold.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on such Restricted Subsidiary's Capital Stock or (b) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iii) make loans or advances to the Company or any of its Restricted Subsidiaries, or (iv) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iv) above, for such encumbrances or restrictions existing under or by reason of: (1) any Credit Facility containing dividend or other payment restrictions that are not more restrictive than those contained in the documents governing the Credit Facility on the Issue Date, including the Intercreditor Agreement; (2) this Indenture, the Security Documents and the Notes; (3) applicable law; (4) Acquired Debt; providedprovided that, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; and (7) the agreements governing permitted Refinancing Indebtedness; providedprovided that, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to: (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on such Restricted Subsidiary's Capital Stock or (b) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iii) make loans or advances to the Company or any of its Restricted Subsidiaries, or (iv) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iviii) above, for such encumbrances or restrictions existing under or by reason of: (1) any Credit Facility containing dividend or other payment restrictions that are not more restrictive than those contained in the documents governing the Credit Facility on the Issue Date; (2) this Indenture, the Security Documents Indenture and the Notes; (3) applicable law; (4) Acquired Debt; providedprovided that, that such encumbrances and restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net worth provisions of any contract, lease or license entered into in the ordinary course of business; (6) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Lien; (7) the Senior Secured Notes and the Senior Secured Notes Indenture, in each case, as in effect on the Issue Date, without giving effect to any amendment, supplement or modification thereof; and (7) 8) the agreements governing permitted Refinancing Indebtedness; providedprovided that, that such restrictions contained in any agreement governing such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinanced.

Limitation on Restrictions on Subsidiary Dividends. The Company shall not, and shall not permit any Restricted 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 Restricted Subsidiary to:Subsidiary (ia) to (1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (aA) on such Restricted Subsidiary's Capital Stock or (bB) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits, or profits or (ii2) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, or (iiib) to make loans or advances to the Company or any of its Restricted Subsidiaries, or (ivc) to transfer any of its assets to the Company or any of its Restricted Subsidiaries, except, with respect to clauses (i) through (iv) above, except for such encumbrances or restrictions existing under or by reason of: (1i) the Senior Credit Facility, as in effect on the Closing Date, any Eligible Credit Facility (so long as such restrictions or encumbrances are no more restrictive than those as in effect in the Senior Credit Facility on the Closing Date) or any refinancings, amendments, modifications or supplements thereof containing dividend or other payment restrictions that are not materially more restrictive than those contained in the documents governing the Senior Credit Facility on the Issue Closing Date;, (2ii) this Indenture, the Security Documents and the Notes; (3) , applicable law; , restrictions with respect to a Subsidiary that was not a Subsidiary on the Closing Date in existence at the time such Person becomes a Subsidiary (4) Acquired Debtbut not created as a result of or in anticipation of such Person becoming a Subsidiary); provided, that such encumbrances and restrictions are not applicable to any Person, other Person or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment and net net-worth provisions of any contract, contract or lease or license entered into in the ordinary course of business; (6) , customary restrictions on the transfer of assets subject to a Permitted Lien permitted under this Indenture imposed by the holder of such Lien; and (7) the agreements governing permitted Refinancing Indebtedness; provided, that such restrictions contained in imposed by any agreement governing to sell assets or Capital Stock to any Person pending the closing of such Refinancing Indebtedness are no more restrictive than those contained in any agreements governing the Indebtedness being refinanced.sale, and