Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.05(xvi) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as (i) the equity interests of each such new Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement, (ii) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Restatement Effective Date any Subsidiary, provided that the Borrower and -------- its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or, to the extent permitted by this Agreement, acquire Wholly-Wholly- Owned Subsidiaries and, to the extent permitted by Section 10.05(xviSections 8.02(x), 8.02(xi) ---------------- -------- and the definition of "Permitted Acquisition"8.05(xvi), acquire Wholly-Owned Subsidiaries and non-Wholly-Owned --------- Subsidiaries, so long as as (i) the equity interests capital stock of each such new Domestic Subsidiary (and to the extent owned required by a Credit PartySection 7.12, each new Foreign ------------ Subsidiary) is pledged pursuant to, and to the extent required by, the Pledge Agreement, Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Lenders, and (ii) each such new Domestic Subsidiary (andSubsidiary, and to the extent required by Section 9.137.12, each such new Foreign Subsidiary) , executes a counterpart of the Subsidiaries Guaranty------------ Guarantor Supplement. In addition, the Pledge Agreement and the Security Agreement, and (iii) each such new Domestic Subsidiary (andSubsidiary, and to the extent required by Section 9.137.12, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute ------------ and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 Article V as such new Subsidiary would have had to deliver --------- if such new Subsidiary were a Credit Party on the Initial Borrowing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.05(xvi9.05(xvi) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as as (i) the equity interests of each such new Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement, , (ii) each such new Domestic Subsidiary (and, to the extent required by Section 9.138.15, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and and (iii) each such new Domestic Subsidiary (and, to the extent required by Section 9.138.15, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.118.12. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.138.15, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.05(xvi9.05(xvi) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as (i) the equity interests of each such new Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement, (ii) each such new Domestic Subsidiary (and, to the extent required by Section 9.138.13, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Domestic Subsidiary (and, to the extent required by Section 9.138.13, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.118.11. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.138.13, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries and, to the extent permitted by Sections 5.13 and 6.5(xiv), Holdings shall be permitted to (A) establish, create orand, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries andand (B) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Section 10.05(xviSections 6.5(xiv) and (xv) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, in each case so long as as within 10 days after each such establishment, creation and/or acquisition (i) the equity interests of each such new Subsidiary (is pledged and delivered to the extent owned by a Credit Party) is pledged Collateral Agent pursuant to, and to the extent required by, the General Pledge Agreement, , (ii) each such new Domestic Subsidiary (and, to the extent required by Section 9.135.12, each such new Foreign Subsidiary) executes and delivers to the Agent a counterpart of the Subsidiaries Guaranty, the General Pledge Agreement and the Security Agreement, and and (iii) each such new Domestic Subsidiary (and, to the extent required by Section 9.135.12, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Requisite Lenders, takes all actions required pursuant to Section 9.115.11. In addition, each such new Domestic Subsidiary (and, which is required to the extent required by Section 9.13, each such new Foreign Subsidiary) become a Credit Party shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 2.1 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Closing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries Company to, establish, create or acquire after the Initial Borrowing Second Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.05(xvi10.5(p) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as (ia) the equity interests of each such new Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required byby Section 9.11(a), the Pledge Agreement, (iib) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Subsidiaries' Guaranty, the Pledge Agreement and the Security AgreementAgreement as required by Section 9.11(a), and (iiic) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 Article VI as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Closing Date.

Limitation on Creation of Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Wholly Owned Subsidiaries shall be permitted to may (x) establish, create orand, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries andand (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Section 10.05(xvi9.05(xiii) and or by the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, in each case so long as as (i) all of the capital stock and other equity interests of each such new Subsidiary are (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, Collateral Agent pursuant to the terms and conditions of the Pledge Agreement, , (ii) each such new Domestic Subsidiary (and, enters into the Subsidiaries Guaranty and executes and delivers to the extent required by Section 9.13, each such new Foreign Subsidiary) executes Collateral Agent a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and and, if a Trigger Event has occurred, the Security Agreement, and (iii) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each enters into such new Foreign Subsidiary), to the extent requested by Mortgages as the Administrative Agent or the Required Lenders, takes all actions required Lenders may require pursuant to Section 9.11. In addition, 8.12 and (iv) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute executes and deliver, or cause to be executed and delivered, delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary it were a Credit Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.05(xvi10.5(p) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as (ia) the equity interests of each such new Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement, (iib) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Subsidiaries' Guaranty, the Pledge Agreement and the Security Agreement, and (iiic) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. -95- In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 Article VI as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Closing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries Company to, establish, create or acquire after the Initial Borrowing Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.05(xvi10.5(p) and the definition of "“Permitted Acquisition"”, non-Wholly-Owned Subsidiaries, so long as (ia) the equity interests of each such new Subsidiary (to the extent owned by a Credit PartyObligor) is pledged pursuant to, and to the extent required byby Section 9.11(a), the Pledge Agreement, (iib) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security AgreementAgreement as required by Section 9.11(a), and (iiic) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 Article VI as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party Obligor on the Initial Borrowing Closing Date.