Common use of Special Purpose Corporation Clause in Contracts

Special Purpose Corporation. (a) Holdings has no significant assets (other than the Equity Interests of the Borrower, any Intercompany Note evidencing an Intercompany Loan permitted to be made by it pursuant to Section 9.05(vi), cash and Cash Equivalents held prior to the on-lending, contribution, dividend and/or other application for purposes not otherwise prohibited by this Agreement and the assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(b)) or liabilities (other than under this Agreement and the other Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(b)). (b) Cayman Partnership Shareholder #1 has no significant assets (other than the Equity Interests of Cayman Partnership Shareholder #2, Cayman Partnership Shareholder #3, the Cayman Partnership and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(d)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(d)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #1 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent company, so long as same is promptly contributed and/or on-loaned to one or more of its Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent company and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y). (c) Cayman Partnership Shareholder #2 has no significant assets (other than the Equity Interests of the Cayman Partnership (and the underlying assets of the Cayman Partnership which it may be deemed to own under the laws of the Cayman Islands) and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(e)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(e)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #2 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent company, so long as same is promptly contributed and/or on-loaned to one or more of its Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent company, and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y). (d) Cayman Partnership Shareholder #3 has no significant assets (other than the Equity Interests of the Cayman Partnership and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(f)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(f)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #3 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent company, so long as same is promptly contributed and/or on-loaned to one or more of its Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent company, and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y).

Special Purpose Corporation. (a) Holdings has no significant assets (other than the Equity Interests of the Borrower, any Intercompany Note evidencing an Intercompany Loan permitted to be made by it pursuant to Section 9.05(vi), cash and Cash Equivalents held prior to the on-lending, contribution, dividend and/or other application for purposes not otherwise prohibited by this Agreement and the assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(b)) or liabilities (other than under this Agreement and the other Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(b)). (b) Cayman Partnership Shareholder #1 has no significant assets (other than the Equity Interests of Cayman Partnership Shareholder #2, Cayman Partnership Shareholder #3, the Cayman Partnership and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(d10.01(b)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(d10.01(b)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #1 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent company, the Borrower or a Subsidiary of the Borrower, so long as same is promptly contributed and/or on-loaned to one or more of its the Borrower’s Foreign Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its the Borrower’s Foreign Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent company or a Credit Party and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y). (cb) Cayman Partnership Shareholder #2 has no significant assets (other than the Equity Interests of the Cayman Partnership (and the underlying assets of the Cayman Partnership which it may be deemed to own under the laws of the Cayman Islands) and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(e10.01(c)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(e10.01(c)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #2 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent company, the Borrower or a Subsidiary of the Borrower, so long as same is promptly contributed and/or on-loaned to one or more of its the Borrower’s Foreign Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its the Borrower’s Foreign Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent companycompany or a Credit Party, and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y). (dc) Cayman Partnership Shareholder #3 has no significant assets (other than the Equity Interests of the Cayman Partnership and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(f10.01(d)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(f10.01(d)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #3 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent companycompany ,the Borrower or a Subsidiary of the Borrower, so long as same is promptly contributed and/or on-loaned to one or more of its the Borrower’s Foreign Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its the Borrower’s Foreign Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent companycompany or a Credit Party, and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y).

Special Purpose Corporation. (a) Holdings has no significant assets (other than the Equity Interests of the Borrower, any Intercompany Note evidencing an Intercompany Loan permitted to be made by it pursuant to Section 9.05(vi), cash and Cash Equivalents held prior to the on-lending, contribution, dividend and/or other application for purposes not otherwise prohibited by this Agreement and the assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(b)) or liabilities (other than under this Agreement and the other Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(b)). (b) Cayman Partnership Shareholder #1 has no significant assets (other than the Equity Interests of Cayman Partnership Shareholder #2, Cayman Partnership Shareholder #3, the Cayman Partnership and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(d10.01(b)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(d10.01(b)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #1 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent company, the Borrower or a Subsidiary of the Borrower, so long as same is promptly contributed and/or on-loaned to one or more of its the Borrower’s Foreign Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its the Borrower’s Foreign Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent company or a Credit Party and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y). (cb) Cayman Partnership Shareholder #2 has no significant assets (other than the Equity Interests of the Cayman Partnership (and the underlying assets of the Cayman Partnership which it may be deemed to own under the laws of the Cayman Islands) and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(e10.01(c)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(e10.01(c)); provided that notwithstanding the foregoing, it is understood and agreed that NEWYORK 9228865 (2K) -95- Cayman Partnership Shareholder #2 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent company, the Borrower or a Subsidiary of the Borrower, so long as same is promptly contributed and/or on-loaned to one or more of its the Borrower’s Foreign Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its the Borrower’s Foreign Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent companycompany or a Credit Party, and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y). (dc) Cayman Partnership Shareholder #3 has no significant assets (other than the Equity Interests of the Cayman Partnership and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(f10.01(d)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(f10.01(d)); provided that notwithstanding the foregoing, it is understood and agreed that Cayman Partnership Shareholder #3 may (x) temporarily hold cash and/or Cash Equivalents loaned and/or contributed to it by its parent companycompany ,the Borrower or a Subsidiary of the Borrower, so long as same is promptly contributed and/or on-loaned to one or more of its the Borrower’s Foreign Subsidiaries, (y) temporarily hold cash and/or Cash Equivalents on-loaned and/or dividended to it by one or more of its the Borrower’s Foreign Subsidiaries, so long as same is promptly on-loaned and/or dividended to its parent companycompany or a Credit Party, and (z) hold intercompany receivables resulting from loans made as contemplated above in preceding clauses (x) and (y).