Common use of Ownership of Subsidiaries; Restrictions Clause in Contracts

Ownership of Subsidiaries; Restrictions. Each of the Credit Parties will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for wholly-owned Domestic Subsidiaries which are joined as Additional Credit Parties in accordance with the terms hereof. Each of the Borrower and its Subsidiaries will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or permit any Subsidiary to, issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any of its Subsidiaries, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv).

Ownership of Subsidiaries; Restrictions. Each of the Credit Parties Borrowers will not, nor will it permit any Subsidiary to, create, form or acquire any SubsidiariesSubsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof), except for wholly-owned Domestic Subsidiaries which that are joined as Additional Credit Parties Borrowers in accordance with the terms hereof. Each of the Borrowers (other than the Parent Borrower and its Subsidiaries to the extent not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or permit any Subsidiary to, issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any of its Subsidiaries, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv6.4(a)(iv).

Ownership of Subsidiaries; Restrictions. Each of the Credit Parties Borrowers will not, nor will it permit any Subsidiary to, create, form or acquire any SubsidiariesSubsidiaries (excluding for purposes hereof a Subsidiary which is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof), except for wholly-owned Domestic Subsidiaries which are joined as Additional Credit Parties Borrowers in accordance with the terms hereof. Each of the Borrowers (other than the Parent Borrower and its Subsidiaries to the extent not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or permit any Subsidiary to, issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any of its Subsidiaries, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv6.4(a)(iv).

Ownership of Subsidiaries; Restrictions. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for wholly-owned (a) Material Domestic Subsidiaries which are joined as Additional Credit Parties in accordance with the terms hereof, (b) Domestic Subsidiaries formed or acquired as a Permitted Investment or otherwise approved by the Administrative Agent and (c) Foreign Subsidiaries formed or acquired as a Permitted Investment or otherwise approved by the Administrative Agent; provided that the Credit Parties and their Subsidiaries may form or otherwise create any Permitted Real Estate Entity so long as, prior to such formation or creation, the Administrative Agent is satisfied with the corporate and capital structure of such Permitted Real Estate Entity. Each of the Borrower and its Subsidiaries The Credit Parties will not, nor will it permit any Subsidiary to, not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or it permit any Subsidiary to, of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its their Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any of its Subsidiaries, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv6.4(a).

Ownership of Subsidiaries; Restrictions. Each of the Credit Parties The Parent Borrower will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for (a) wholly-owned Domestic Subsidiaries with assets of $100,000 or more (other than a Receivables Financing SPC) which are joined as Additional Credit Parties in accordance with the terms hereof, (b) other Domestic Subsidiaries which are Restricted Subsidiaries, (c) Foreign Subsidiaries or (d) Subsidiaries designated by the Parent Borrower as Unrestricted Subsidiaries. Each of the The Parent Borrower and its Subsidiaries will not, nor will it permit any Subsidiary its Restricted Subsidiaries to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Restricted Subsidiaries, nor will it, or it permit any Subsidiary to, of its Restricted Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any of its Subsidiaries, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv)6.4.

Ownership of Subsidiaries; Restrictions. Each of the Credit Parties The Borrower will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for wholly-owned (A) Foreign Subsidiaries, provided that no Foreign Subsidiary may be created, formed or acquired if as of the last day of the most recent fiscal quarter for which financial statements of the Borrower and its Subsidiaries are available the net book value of the total assets of its Foreign Subsidiaries (on a combined basis, as determined in accordance with GAAP) is greater than 50% of the total assets of the Borrower and its Subsidiaries (on a consolidated basis, as determined in accordance with GAAP), or (B) Domestic Subsidiaries which are joined (or those who participate in a merger in which another entity survives and the survivor joins) as Additional Credit Parties within thirty (30) days in accordance with the terms hereof. Each of the The Borrower and its Subsidiaries will not, nor will it permit any Subsidiary to, not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its it Subsidiaries, nor will it, or it permit any Subsidiary to, of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its their Capital Stock or other equity interests, except as required by the Credit Documents in connection with a Permitted Investment or pursuant to a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any 6.6. (m) Section 6.11 of its Subsidiaries, except as required by the Credit Documents or pursuant Agreement is hereby amended to a transaction permitted by Section 6.5(a)(iv).read in its entirety as follows:

Ownership of Subsidiaries; Restrictions. Each of the Credit Parties The Borrower will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for (a) wholly-owned Domestic Subsidiaries with assets of $100,000 or more (other than a Receivables Financing SPC) which are joined as Additional Credit Parties in accordance with the terms hereof. Each of , (b) other Domestic Subsidiaries which are Restricted Subsidiaries, (c) Foreign Subsidiaries or (d) Subsidiaries designated by the Borrower and its Subsidiaries as Unrestricted Subsidiaries. The Borrower will not, nor will it permit any Subsidiary its Restricted Subsidiaries to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Restricted Subsidiaries, nor will it, or it permit any Subsidiary to, of its Restricted Subsidiaries to issue, sell, 71 77 transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any of its Subsidiaries, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv)6.4.

Ownership of Subsidiaries; Restrictions. Each of the The Credit Parties will not, nor will it they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for wholly-owned (a) Material Domestic Subsidiaries which that are joined as Additional Credit Parties in accordance with as required by the terms hereofhereof and (b) SPE Affiliates in the ordinary course of business consistent with Parent’s past practices, which SPE Affiliates shall not be required to be Guarantors hereunder. Each of the Borrower and its Subsidiaries The Credit Parties will not, nor will it permit any Subsidiary to, not sell, transfer, pledge or otherwise dispose of any Capital Stock Equity Interest or other equity interests in any of its their Subsidiaries, nor will it, or they permit any Subsidiary to, of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock their Equity Interest or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock 6.4 or other equity interests in any of its Subsidiaries, except as required an Equity Issuance by the Credit Documents or Parent (i) for fair market value (including issuances pursuant to a transaction permitted the Parent’s Dividend Reinvestment and Direct Stock Purchase Plan) in accordance with the other terms of this Agreement and provided the net proceeds, if any, shall be used to prepay the Term Loans in accordance with Section 2.7(b)(iii) and (ii) issuances by Section 6.5(a)(iv)the Parent pursuant to its 2004 Stock Incentive Plan in the ordinary course of business consistent with past practices.