Common use of Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries Clause in Contracts

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Restricted Subsidiary, (ii) make loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (x) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into in connection with the permitted Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (y) any restrictions contained in the First Priority Documents and Second Priority Documents in their current forms or as amended in any manner permitted hereunder and under the other First Priority Documents, and (z) customary anti-assignment provisions in leases, licenses, and other agreements entered into by Restricted Subsidiaries of the Company with parties other than Affiliates in the ordinary course of their business.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Borrower shall not, and shall not permit permit, any Restricted Subsidiary to, enter into directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions in respect of on its Stock or any Capital Stock of such Restricted Subsidiary held other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Company Borrower or any other a Restricted Subsidiary, (iib) make any loans or advances to the Company Borrower or any other Restricted Subsidiary or (iiic) transfer any of its properties or assets to the Company Borrower or to any other Restricted Subsidiary, except except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (xi) this Agreement and the Collateral Documents,(ii) any restrictions existing under or contemplated by agreements in effect on the Initial Closing Date, (iii) any restrictions, with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into in connection with the permitted Disposition of all or substantially all that is not a Subsidiary of the Capital Stock or assets Borrower on the Initial Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Restricted Person becoming a Subsidiary), or (y) any restrictions contained in the First Priority Documents and Second Priority Documents in their current forms or as amended in any manner permitted hereunder and under the other First Priority Documents, and (z) customary anti-assignment provisions in leases, licenses, and other agreements entered into by Restricted Subsidiaries of the Company with parties other than Affiliates in the ordinary course of their business.iv)

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall notNot, and shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions in respect of any distribution on its Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, to the Company or any other Restricted Subsidiary, (iib) make loans or advances to the Company or pay any other Restricted Subsidiary or (iii) transfer any of its assets Debt owed to the Company or any other Restricted Subsidiary, (c) make any Investment in the Company or (d) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (xi) any restrictions encumbrance or restriction, with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into that is not a Restricted Subsidiary of the Company on the Amendment Effective Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with with, or in contemplation of, such Person becoming a Restricted Subsidiary and the permitted Disposition of all or substantially all of the Capital Stock or assets terms of such Restricted Subsidiary, (y) any restrictions contained in are acceptable to the First Priority Documents and Second Priority Documents in their current forms or as amended in any manner permitted hereunder and under the other First Priority DocumentsAdministrative Agent, and (zii) customary anti-provisions restricting subletting or assignment provisions in leases, licenses, and other agreements entered into by Restricted Subsidiaries of any lease governing a leasehold interest of the Company with parties other than Affiliates in the ordinary course or any Restricted Subsidiary. 75 Table of their business.Contents

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of any its Capital Stock of such Restricted Subsidiary held byStock, or (ii) pay any Indebtedness Debt owed to, the Company to RFR or any other Restricted Subsidiary, (iiiii) make loans or advances to, or any investment in, RFR or any other Restricted Subsidiary, or (iv) transfer any of its properties or assets to the Company RFR or any other Restricted Subsidiary or (iii) transfer any of its assets to the Company or any other Restricted Subsidiarycollectively, “Payment Restrictions”), except for such encumbrances or restrictions existing under or by reason of (xA) applicable law, rules or regulations, or any order or ruling by any Governmental Authority; (B) any agreement in effect at or entered into on the Closing Date (including, without limitation, this Agreement, the Installment Note Agreement and other agreements described in Schedule 5.04(e)); (C) customary non‑assignment provisions of any contract, license or any lease governing a leasehold interest of RFR or any Restricted Subsidiary; (D) customary restrictions with respect to a Restricted Subsidiary on cash or other deposits imposed pursuant to an agreement which has been by customers under contracts entered into in connection with the permitted Disposition Ordinary Course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (y) any restrictions contained in the First Priority Documents and Second Priority Documents in their current forms or as amended in any manner permitted hereunder and under the other First Priority Documents, and (z) customary anti-assignment provisions in leases, licenses, and other agreements entered into by Restricted Subsidiaries of the Company with parties other than Affiliates in the ordinary course of their business.Business; 75

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into directly or indirectly, create or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of any its Capital Stock of such Restricted Subsidiary held byStock, or pay make payments on any Indebtedness owed toowed, to the Company or any other Restricted Subsidiary, (iib) to make loans or advances to the Company or any other Restricted Subsidiary or (iiic) to transfer any of its assets Property to the Company or any other Restricted SubsidiarySubsidiary (any such restrictions being collectively referred to herein as a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of (xi) customary provisions restricting subletting or assignment of any restrictions with respect to lease governing a Restricted Subsidiary imposed pursuant to an agreement which has been entered into in connection with the permitted Disposition of all or substantially all leasehold interest of the Capital Stock Company or assets of such any Restricted Subsidiary, (y) any or customary restrictions contained in licenses relating to the First Priority Documents and Second Priority Documents in their current forms or as amended in any manner permitted hereunder and under the other First Priority Documents, and (z) customary anti-assignment provisions in leases, licenses, and other agreements entered into by Restricted Subsidiaries of the Company with parties other than Affiliates in the ordinary course of their business.Property covered thereby and

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall notNot, and shall not permit any of its Restricted Subsidiary Subsidiaries in the Financial Group to, enter into directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary in the Financial Group to (ia) pay dividends or make any other distributions in respect of any distribution on its Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, to the Company or any other Restricted Subsidiary, (iib) make loans or advances to the Company or pay any other Restricted Subsidiary or (iii) transfer any of its assets Debt owed to the Company or any other Restricted Subsidiary, (c) make any Investment in the Company or (d) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (xi) any restrictions encumbrance or restriction pursuant to the AP-91 Senior Notes, (ii) any encumbrance or restriction, with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into that is not a Restricted Subsidiary of the Company on the Amendment Effective Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with with, or in contemplation of, such Person becoming a Restricted Subsidiary and the permitted Disposition of all or substantially all of the Capital Stock or assets terms of such Restricted Subsidiary, (y) any restrictions contained in are acceptable to the First Priority Documents and Second Priority Documents in their current forms or as amended in any manner permitted hereunder and under the other First Priority DocumentsRequired Lenders, and (ziii) customary anti-provisions restricting subletting or assignment provisions in leases, licenses, and other agreements entered into by Restricted Subsidiaries of any lease governing a leasehold interest of the Company with parties other than Affiliates in the ordinary course of their businessor any Restricted Subsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or suffer cause to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions in respect of any on its Capital Stock of such Restricted Subsidiary held or any other interest or participation in, or measured by, its profits to the extent owned by the Company or any Restricted Subsidiary, (b) pay any Indebtedness owed to, to the Company or any other Restricted Subsidiary, (iic) make loans or advances to any Investment in the Company or any other Restricted Subsidiary or (iiid) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except for such (in each case except as otherwise noted in the following clause (ii)) (i) any encumbrance or restriction in existence on the Issue Date, (ii) any encumbrance or restriction existing under agreements relating to an Investment in an ISP (which in the case of clauses (a) and (b) shall not be permitted in the case of ISPs that are Restricted Subsidiaries) to the extent consistent with past practice, (iii) customary non-assignment provisions, (iv) any encumbrances or restrictions existing under or by reason of pertaining to an asset subject to a Lien to the extent set forth in the security documentation governing such Lien, (xv) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into in connection with the permitted Disposition of all encumbrance or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (y) any restrictions contained in the First Priority Documents and Second Priority Documents in their current forms or as amended in any manner permitted hereunder and under the other First Priority Documents, and (z) customary anti-assignment provisions in leases, licenses, and other agreements entered into by Restricted Subsidiaries of the Company with parties other than Affiliates in the ordinary course of their business.restriction applicable to