Common use of Limitation on the Creation of Subsidiaries Clause in Contracts

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in the Agreement, the Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire any Subsidiary; provided that the Company and its Wholly-Owned Subsidiaries shall be permitted to establish or create Subsidiaries so long as, in each case, (i) at least 15 days' prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent), (ii) unless otherwise consented to by the Administrative Agent because such Subsidiary is a Non-U.S. Subsidiary, the capital stock of such new Subsidiary is promptly pledged pursuant to, and to the extent required by, the Agreement and the Pledge Agreement and the certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise consented to by the Administrative Agent because such Subsidiary is (x) a Non- U.S. Subsidiary or (y) a Receivables Subsidiary, such new Subsidiary promptly executes a Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Lenders, all actions required pursuant to Section 7.11 are taken; provided that no such action will be required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party to a preexisting agreement which prohibits such new Subsidiary from executing a Guaranty; provided, further, such preexisting agreement was not entered into for the purpose of avoiding the requirements of

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in the this Agreement, the Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire any Subsidiary; provided that the Company and its Wholly-Owned Subsidiaries shall be permitted to establish or create Subsidiaries so long as, in each case, (i) at least 15 days' prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent), (ii) unless otherwise consented to by the Administrative Agent because such Subsidiary is a Non-U.S. Subsidiary, the capital stock of such new Subsidiary is promptly pledged pursuant to, and to the extent required by, the this Agreement and the Pledge Agreement and the certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise consented to by the Administrative Agent because such Subsidiary is (x) a Non- Non-U.S. Subsidiary or (y) a Receivables Subsidiary, such new Subsidiary promptly executes a Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Lenders, all actions required pursuant to Section 7.11 are taken; provided that no such action will be required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party to a preexisting agreement which prohibits such new Subsidiary from executing a Guaranty; provided, further, such preexisting agreement was not entered into for the purpose of avoiding the requirements ofof Section 8.14 and the restrictions contained therein are no more adverse to the Company and its Subsidiaries than to the other equity owners in such new Subsidiary. 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 Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. The Company may request the Administrative Agent, on behalf of the Lenders, to consent, effective after the completion of the Company's second full fiscal year after the Initial Borrowing Date, to the release of the Guaranty by the Mexican Subsidiaries and the reduction of any pledged securities not to exceed 65%, which consent may not be unreasonably withheld or delayed.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in the Agreement, the Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire any Subsidiary; provided that the Company and its Wholly-Owned Subsidiaries shall be permitted to establish or create Subsidiaries so long as, in each case, (i) at least 15 days' ’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent), (ii) unless otherwise consented to by the Administrative Agent because such Subsidiary is a Non-U.S. Subsidiary, the capital stock of such new Subsidiary is promptly pledged pursuant to, and to the extent required by, the Agreement and the Pledge Agreement and the certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise consented to by the Administrative Agent because such Subsidiary is (x) a Non- Non-U.S. Subsidiary or (y) a Receivables Subsidiary, such new Subsidiary promptly executes a Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Lenders, all actions required pursuant to Section 7.11 are taken; provided that no such action will be required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party to a preexisting agreement which prohibits such new Subsidiary from executing a Guaranty; provided, further, such preexisting agreement was not entered into for the purpose of avoiding the requirements ofof Section 8.14 and the restrictions contained therein are no more adverse to the Company and its Subsidiaries than to the other equity owners in such new Subsidiary. 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 Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. The Company may request the Administrative Agent, on behalf of the Lenders, to consent, effective after the completion of the Company’s second full fiscal year after the Initial Borrowing Date, to the release of the Guaranty by the Mexican Subsidiaries and the reduction of any pledged securities not to exceed 65%, which consent may not be unreasonably withheld or delayed.