Common use of Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries Clause in Contracts

Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries. (a) 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 Effective Date any Subsidiary or Unrestricted Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 7.05(o)); provided that (i) the US Borrower, any of its Wholly-Owned Subsidiaries and any Unrestricted Subsidiary shall be permitted to establish, create or acquire an Unrestricted Subsidiary, so long as (A) if an Unrestricted Subsidiary is established, created or acquired by a Credit Party, the capital stock or other equity interests of such new Unrestricted Subsidiary that is owned by such Credit Party shall be pledged as, and to the extent, required pursuant to the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates (if any) representing such stock or other equity interests, together with appropriate powers duly executed in blank, shall be delivered to the Collateral Agent, and (B) all Investments by the US Borrower and its Subsidiaries in, or to acquire, any Unrestricted Subsidiary (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 7.05(o), (ii) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as, in each case, (A) at least 10 days’ (or such shorter period of time as is acceptable to the Administrative Agent) prior written notice thereof is given to the Administrative Agent, (B) the capital stock or other equity interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates, if any, representing such stock or other equity interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (C) in the case of a Domestic Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of the US Collateral and Guaranty Agreement, (D) in the case of any Foreign Subsidiary, such new Foreign Subsidiary promptly executes a counterpart of the Foreign Guaranty and, to the extent required by Section 6.11(a), the applicable Security Documents and (E) such new Subsidiary takes all actions required pursuant to Section 6.11 and (iii) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case, (A) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in the preceding clause (ii), shall be taken and (B) with respect to each Subsidiary that is acquired pursuant to a Permitted Acquisition, all capital stock or other equity interests thereof owned by any Credit Party shall be pledged pursuant to the US Collateral and Guaranty Agreement (in the case of a Foreign Subsidiary, to the extent required thereby) or a Foreign Pledge Agreement. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Article V as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Date.

Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, Holdings the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary or Unrestricted Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 7.05(o9.05(k) or (t)); provided PROVIDED that (i) the US Borrower, Borrower and any of its Wholly-Owned Subsidiaries and any Unrestricted Subsidiary shall be permitted to establish, establish or create or acquire an Unrestricted Subsidiary, so long as (A) if an Unrestricted Subsidiary is established, created or acquired by a Credit Party, all of the capital stock Equity Interests or other equity interests Equity Interests of such new Unrestricted Subsidiary that is owned by such Credit Party the Borrower or any Subsidiary Guarantor shall be pledged as, and pursuant to a Pledge Agreement to the extentCollateral Agent for the benefit of the Secured Creditors and, if required pursuant to the US Collateral and Guaranty Agreement or a Foreign by such Pledge Agreement and Agreement, the certificates (if any) representing such stock or other equity interestsEquity Interests, together with appropriate transfer powers duly executed in blank, shall be delivered to the Collateral Agent, and (B) all Investments by the US Borrower and its Subsidiaries in, or to acquire, in any Unrestricted Subsidiary (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 7.05(o9.05(k) or (t), (ii) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as, in each case, (A) at least 10 five days’ ' prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent) prior written notice thereof is given to the Administrative Agent), (B) the capital stock or other equity interests Equity Interests of such new Subsidiary, to the extent owned by the Borrower or a Subsidiary Guarantor, are promptly pledged pursuant to, and to the extent required by, this Agreement and the US Pledge Agreements to the Collateral and Guaranty Agreement or a Foreign Pledge Agreement Agent for the benefit of the Secured Creditors and the certificates, if any, representing such stock or other equity interestsEquity Interests, together together, if required by such Pledge Agreement, with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (C) in to the case of extent that such new Subsidiary is a Domestic Material Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of (or, if requested by the US Administrative Agent or the Collateral Agent, a Joinder Agreement in respect of) a Subsidiaries Guaranty, a Pledge Agreement and Guaranty Agreementthe relevant Security Documents, and (D) in the case of any Foreign Subsidiary, such new Foreign Subsidiary promptly executes a counterpart of the Foreign Guaranty and, to the extent required requested by Section 6.11(a)the Administrative Agent, the applicable Security Documents and (E) such new Subsidiary takes all actions required pursuant to Section 6.11 and 8.11, (iii) Subsidiaries may be established, created or acquired pursuant to Permitted Acquisitions so long as, in each such case, case (A) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in the preceding clause clauses (iiii)(B) and (C), shall be taken and (B) with respect to each Subsidiary that which is not a Wholly-Owned Subsidiary and is acquired pursuant to a Permitted Acquisition, all capital stock or other equity interests Equity Interests thereof owned by any Credit Party shall be pledged pursuant to a Pledge Agreement to the US Collateral Agent for the benefit of the Secured Creditors and Guaranty Agreement (in iv) the case Borrower and any of its Subsidiaries shall be permitted to establish or create a Foreign Non-Wholly Owned Subsidiary, so long as (A) all of the capital stock or other Equity Interests of such new Non-Wholly-Owned Subsidiary owned by the Borrower or any Subsidiary Guarantor shall be pledged pursuant to a Pledge Agreement to the extent Collateral Agent for the benefit of the Secured Creditors and the certificates representing such stock or other Equity Interests, together, if required thereby) or a Foreign by such Pledge Agreement, with appropriate transfer powers duly executed in blank, shall be delivered to the Collateral Agent, and (B) all Investments by the Borrower and its Subsidiaries in any Non-Wholly-Owned Subsidiary are permitted pursuant to Section 9.05(t). In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivereddelivered to the Collateral Agent for the benefit of the Secured Creditors, all other relevant documentation of the type described in Article V Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, Holdings the US Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the 2010 Restatement Effective Date any Subsidiary or Unrestricted Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 7.05(o)); provided that (i) the US Borrower, any of its Wholly-Owned Subsidiaries and any Unrestricted Subsidiary shall be permitted to establish, create or acquire an Unrestricted Subsidiary, so long as (A) if an Unrestricted Subsidiary is established, created or acquired by a Credit Party, the capital stock or other equity interests Equity Interests of such new Unrestricted Subsidiary that is owned by such Credit Party shall be pledged as, and to the extent, required pursuant to the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates (if any) representing such stock or other equity interestsEquity Interests, together with appropriate powers duly executed in blank, shall be delivered to the Collateral Agent, and (B) all Investments by the US Borrower and its Subsidiaries in, or to acquire, any Unrestricted Subsidiary (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 7.05(o), (ii) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as, in each case, (A) at least 10 days’ (or such shorter period of time as is acceptable to the Administrative Agent) prior written notice thereof is given to the Administrative Agent, (B) the capital stock or other equity interests Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates, if any, representing such stock or other equity interestsEquity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (C) in the case of a Domestic Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of the US Collateral and Guaranty Agreement, (D) in the case of any Foreign Subsidiary, such new Foreign Subsidiary promptly executes a counterpart of the Foreign Guaranty and, to the extent required by Section 6.11(a), the applicable Security Documents and (E) such new Subsidiary takes all actions required pursuant to Section 6.11 and (iii) Subsidiaries may be acquired pursuant to Permitted Acquisitions or acquisitions consummated pursuant to Section 7.02(t) so long as, in each such case, (A) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign Subsidiary acquired pursuant to a Permitted AcquisitionAcquisition or an acquisition consummated pursuant to Section 7.02(t), the actions specified in the preceding clause (ii), shall be taken and (B) with respect to each Subsidiary that is acquired pursuant to a Permitted AcquisitionAcquisition or an acquisitions consummated pursuant to Section 7.02(t), all capital stock or other equity interests Equity Interests thereof owned by any Credit Party shall be pledged pursuant to the US Collateral and Guaranty Agreement (in the case of a Foreign Subsidiary, to the extent required thereby) or a Foreign Pledge Agreement. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Article V as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the 2010 Restatement Effective Date.

Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, Holdings the US Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any Subsidiary or Unrestricted Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 7.05(o)); provided that (i) the US Borrower, any of its Wholly-Owned Subsidiaries and any Unrestricted Subsidiary shall be permitted to establish, create or acquire an Unrestricted Subsidiary, so long as (A) if an Unrestricted Subsidiary is established, created or acquired by a Credit Party, the capital stock or other equity interests of such new Unrestricted Subsidiary that is owned by such Credit Party shall be pledged as, and to the extent, required pursuant to the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates (if any) representing such stock or other equity interests, together with appropriate powers duly executed in blank, shall be delivered to the Collateral Agent, and (B) all Investments by the US Borrower and its Subsidiaries in, or to acquire, any Unrestricted Subsidiary (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 7.05(o), (ii) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as, in each case, (A) at least 10 days’ (or such shorter period of time as is acceptable to the Administrative Agent) prior written notice thereof is given to the Administrative Agent, (B) the capital stock or other equity interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates, if any, representing such stock or other equity interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (C) in the case of a Domestic Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of the US Collateral and Guaranty Agreement, (D) in the case of any Foreign Subsidiary, such new Foreign Subsidiary promptly executes a counterpart of the Foreign Guaranty and, to the extent required by Section 6.11(a), the applicable Security Documents and (E) such new Subsidiary takes all actions required pursuant to Section 6.11 and (iii) Subsidiaries may be acquired pursuant to Permitted Acquisitions or acquisitions consummated pursuant to Section 7.02(t) so long as, in each such case, (A) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign Subsidiary acquired pursuant to a Permitted AcquisitionAcquisition or an acquisition consummated pursuant to Section 7.02(t), the actions specified in the preceding clause (ii), shall be taken and (B) with respect to each Subsidiary that is acquired pursuant to a Permitted AcquisitionAcquisition or an acquisitions consummated pursuant to Section 7.02(t), all capital stock or other equity interests thereof owned by any Credit Party shall be pledged pursuant to the US Collateral and Guaranty Agreement (in the case of a Foreign Subsidiary, to the extent required thereby) or a Foreign Pledge Agreement. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Article V as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Restatement Effective Date.

Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries. (a) 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 Effective Initial Borrowing Date any Subsidiary or Unrestricted Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 7.05(o9.05(k) or (r)); provided that (iA) the US Borrower, any of its Wholly-Owned Domestic Subsidiaries and any Unrestricted Subsidiary shall be permitted to establish, establish or create or acquire an Unrestricted Subsidiary, so long as (Ai) if an a Domestic Unrestricted Subsidiary is establishedof the Borrower, created or acquired by a Credit Party, all of the capital stock or other equity interests Equity Interests of such new Domestic Unrestricted Subsidiary that is owned by the Borrower or any such Credit Party Wholly-Owned Domestic Subsidiary shall be pledged as, and to the extent, required pursuant to the US Collateral and Guaranty Agreement or a Foreign U.S. Pledge Agreement and the certificates (if any) representing such stock or other equity interestsEquity Interests, together with appropriate transfer powers duly executed in blank, shall be delivered to the Collateral Agent, (ii) if a Foreign Unrestricted Subsidiary of the Borrower, all of the capital stock or other Equity Interests of such new Foreign Unrestricted Subsidiary owned by the Borrower or any such Wholly-Owned Domestic Subsidiary (except that not more than 65% of the outstanding voting stock of any Foreign Unrestricted Subsidiary need be so pledged, except in the circumstances contemplated by Section 8.12) shall be pledged pursuant to the relevant Pledge Agreement and the certificates representing such stock or other Equity Interests, together with appropriate transfer powers duly executed in blank, shall be delivered to the Collateral Agent and (Biii) all Investments by the US Borrower and its Subsidiaries in, or to acquire, in any Unrestricted Subsidiary (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 7.05(o9.05(k), (iiB) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as, in each case, (Ai) at least 10 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent) prior written notice thereof is given to the Administrative Agent), (Bii) the capital stock or other equity interests Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the US Collateral and Guaranty Agreement or a Foreign relevant Pledge Agreement and the certificates, if any, representing such stock or other equity interestsEquity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (Ciii) in the case of a Domestic Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of the US Collateral and Guaranty Intercompany Subordination Agreement, the Subsidiaries Guaranty, the U.S. Pledge Agreement and the relevant Security Documents, (Div) in the case of any Foreign Subsidiary, such new Foreign Subsidiary promptly executes a counterpart of the Foreign Guaranty Intercompany Subordination Agreement and, to the extent required by pursuant to Section 6.11(a)8.12, the applicable Subsidiaries Guaranty, the U.S. Pledge Agreement and the Security Documents Agreement (or similar document) and (Ev) to the extent requested by the Administrative Agent or the Required Lenders, such new Subsidiary takes all actions required pursuant to Section 6.11 8.11 and (iiiC) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case, case (Ai) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in the preceding clause (ii), B) shall be taken and (Bii) with respect to each Subsidiary that which is not a Wholly-Owned Subsidiary and is acquired pursuant to a Permitted Acquisition, all capital stock or other equity interests Equity Interests thereof owned by any Credit Party shall be pledged pursuant to the US Collateral and Guaranty Agreement (in the case of a Foreign Subsidiary, to the extent required thereby) or a Foreign relevant Pledge Agreement. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Article V Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries. (a) 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 Effective Date any Subsidiary or Unrestricted Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 7.05(o)); provided that (i) the US Borrower, any of its Wholly-Owned Subsidiaries and any Unrestricted Subsidiary shall be permitted to establish, create or acquire an Unrestricted Subsidiary, so long as (A) if an Unrestricted Subsidiary is established, created or acquired by a Credit Party, the capital stock or other equity interests of such new Unrestricted Subsidiary that is owned by such Credit Party shall be pledged as, and to the extent, required pursuant to the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates (if any) representing such stock or other equity interests, together with appropriate powers duly executed in blank, shall be delivered to the Collateral Agent, and (B) all Investments by the US Borrower and its Subsidiaries in, or to acquire, any Unrestricted Subsidiary (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 7.05(o), (ii) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as, in each case, (A) at least 10 days’ (or such shorter period of time as is acceptable to the Administrative Agent) prior written notice thereof is given to the Administrative Agent, (B) the capital stock or other equity interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates, if any, representing such stock or other equity interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (C) in the case of a Domestic Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of the US Collateral and Guaranty Agreement, (D) in the case of any Foreign Subsidiary, such new Foreign Subsidiary promptly executes a counterpart of the Foreign Guaranty and, to the extent required by Section 6.11(a), the applicable Security Documents and (E) such new Subsidiary takes all actions required pursuant to Section 6.11 and (iii) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each 135 such case, (A) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in the preceding clause (ii), shall be taken and (B) with respect to each Subsidiary that is acquired pursuant to a Permitted Acquisition, all capital stock or other equity interests thereof owned by any Credit Party shall be pledged pursuant to the US Collateral and Guaranty Agreement (in the case of a Foreign Subsidiary, to the extent required thereby) or a Foreign Pledge Agreement. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Article V as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Date.