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 this Agreement, 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 Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Subsidiaries so long as (i) at least three Business Days prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) such new Subsidiary (other than a Foreign Subsidiary) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. 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.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower No Group Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Subsidiary; provided PROVIDED that the Borrower Company and its Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, or acquire Subsidiaries so long as (i)) at least three Business Days prior written notice thereof (the Investment resulting from such establishment, creation or such lesser notice as acquisition is acceptable permitted pursuant to the Administrative AgentSECTION 7.06(a) is given to the Administrative Agentabove, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary (other than (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign Subsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(d)) is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interests, together with stock or other transfer powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign SubsidiarySubsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(d)) executes a counterpart of the Subsidiary Guaranty, Accession Agreement to the Pledge Agreement and the Security Agreementextent required by SECTION 6.12(b), and (iv) such new Subsidiary, to the extent requested by the Administrative Agent or the Required BanksAgent, takes all other actions required pursuant to Section 7.11. 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 DateSECTION 6.12.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower 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 that, Holdings and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create orWholly-Owned Subsidiaries (and, to the extent permitted by this AgreementSection 8.05(y), acquire Subsidiaries non-Wholly-Owned Subsidiaries) so long -long as (i) at least three Business Days 15 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.117. 11. 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 Restatement Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; provided that 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-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice shorter period of time as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing represent ing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) each such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes the Borrower takes, or causes its Subsidiaries to take, all actions required pursuant to Section 7.11. In addition, at the request of the Agent, 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 Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower No Group Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Subsidiary; provided PROVIDED that the Borrower Company and its Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, or acquire Subsidiaries so long as (i)) at least three Business Days prior written notice thereof (the Investment resulting from such establishment, creation or such lesser notice as acquisition is acceptable permitted pursuant to the Administrative AgentSECTION 7.06(A) is given to the Administrative Agentabove, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary (other than (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign Subsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(D)) is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interests, together with stock or other transfer powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign SubsidiarySubsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(D)) executes a counterpart of the Subsidiary Guaranty, Accession Agreement to the Pledge Agreement and the Security Agreementextent required by SECTION 6.12(B), and (iv) such new Subsidiary, to the extent requested by the Administrative Agent or the Required BanksAgent, takes all other actions required pursuant to Section 7.11. 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 DateSECTION 6.12.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, 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 PROVIDED that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establishestablish or create (x) Subsidiaries as a result of investments made pursuant to Section 8.06(n), create or, to the extent permitted by this Agreement, acquire (o) and (p) and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned 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.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Second Borrowing Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establishestablish or -71- 79 create (x) Subsidiaries as a result of investments made pursuant to Section 8.06(n), create or(o), to the extent permitted by this Agreement, acquire (p) and (r) and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned 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.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and nor will not the Borrower permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that , unless (a) the Borrower and its Subsidiaries shall be permitted to establish, create or, to obtains the extent permitted by this Agreement, acquire Subsidiaries so long as (i) at least three Business Days prior written notice thereof (or such lesser notice as is acceptable to consent of the Administrative Agent) is given to the Administrative Agent, which consent shall not be unreasonably withheld, (iib) the capital stock or other equity interests of each such new Domestic Subsidiary is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement (or another pledge agreement in substantially similar form if needed) and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a Foreign Subsidiary) promptly executes a counterpart of the applicable Guaranty (or another guaranty in substantially similar form if needed), in each case on the same basis (and to the same extent) as such Subsidiary Guarantywould have executed such Guaranties if it were a Credit Party on the Effective Date, (iv) such new Subsidiary executes a counterpart of the applicable Pledge Agreement and Security Agreement (or another pledge agreement or security agreement, as the Security Agreementcase may be, in substantially similar form if needed), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Effective Date, and (ivv) to the extent requested by the Administrative Agent or the Required BanksLenders, any such new Subsidiary takes all actions required pursuant to Section 7.11. 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 Date7.12.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, 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 PROVIDED that, the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, or acquire (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05(w) -91- and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.14) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, Agreement and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned 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.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05 and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative AgentAgent as soon as reasonably practicable, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Collateral Agent, (▇▇▇iii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. 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 Effective Date.