Common use of Excluded Subsidiary Clause in Contracts

Excluded Subsidiary. The Borrower shall not, nor shall it permit any of its Subsidiaries, other than the Excluded Subsidiary, to (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of the Excluded Subsidiary, (b) sell, assign, pledge, or otherwise transfer any of its properties to the Excluded Subsidiary, other than as permitted pursuant to Section 9.05(l), (c) make or permit to exist any loans, advances, or capital contributions to, or make any Investment in, or purchase or commit to purchase any Equity Interests or evidences of Debt of or interests in, the Excluded Subsidiary or in any properties of the Excluded Subsidiary, other than as permitted pursuant to Section 9.05(l), or (d) permit the Excluded Subsidiary to conduct any material business activities or own any material Property other than the following (and activities incidental thereto): (i) ownership and maintenance of the corporate headquarters of the Borrower and the Borrower’s Subsidiaries and the management of the use and access of the corporate headquarters by the Borrower and the Borrower’s Subsidiaries, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and the filing of tax reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any taxes)), (iii) financing activities related to the foregoing, (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower and its Subsidiaries, including compliance with applicable law and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (v) holding any cash and Cash Equivalents, (vi) entering into and performance of obligations with respect to contracts and other arrangements entered into in connection with the activities contemplated by this Section 9.21, and (vii) the performance of obligations under and compliance with its organizational documents, any demands or requests from or requirements of a Governmental Authority or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit.

Excluded Subsidiary. The Borrower shall not, nor shall it permit any of its Subsidiaries, other than the Excluded Subsidiary, to (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of the Excluded each Foreign Subsidiary, (b) sellany Subsidiaries that are not-for-profit entities or captive insurance Subsidiaries, assign, pledge, or otherwise transfer and any of its properties to the Excluded Immaterial Subsidiary, other than as permitted pursuant to Section 9.05(l), (c) make any other Subsidiary of the Borrowers whose guarantee of the Secured Obligations would result in an adverse tax consequence to Holdings or permit any of its Subsidiaries (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Lead Borrower, (d) any other Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (e) any Subsidiary that is prohibited by Applicable Law or by any contractual obligation existing on the Restatement Date or existing at the time of acquisition thereof after the Restatement Date, in each case, from becoming a Guarantor or which would require governmental (including regulatory) or contractual party consent, approval, license or authorization to exist provide a guarantee hereunder unless such consent, approval, license or authorization has been received (but without an obligation by any loansSubsidiary or Borrower to seek the same), advances(f) an Unrestricted Subsidiary, (g) any other Subsidiary to the extent that the cost or burden of making it a Guarantor hereunder is excessive in relation to the value afforded thereby (as reasonably determined by the Agent and the Lead Borrower), and (h) any Disregarded Domestic Person. Excluded Tax: with respect to the Agent, any Lender, the Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation of any Obligor hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its overall net or gross income (however denominated), capital Taxes and franchise Taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or has a permanent establishment or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or capital contributions as a result of any other present or former connection between the jurisdiction imposing such Tax and such recipient (other than a connection arising solely as a result of having executed, delivered, been a party to, performed its obligations or make any Investment inreceived a payment under, or purchase or commit to purchase enforced any Equity Interests or evidences of Debt of or interests in, the Excluded Subsidiary or in Loan Document); (b) any properties branch profits Taxes imposed under Section 884(a) of the Excluded SubsidiaryCode or any similar Tax, imposed by any other jurisdiction described in clause (a); (c) in the case of a Lender or Issuing Bank (other than an assignee pursuant to a request by the Agent or the Lead Borrower under Section 12.4), solely with respect to any U.S. Secured Obligation or Canadian Secured Obligation, any U.S. federal or Canadian federal or provincial withholding Tax that is required pursuant to laws in effect at the time such Lender or Issuing Bank becomes a Lender or Issuing Bank (or designates a new Lending Office) hereunder with respect to any U.S. Secured Obligation or Canadian Secured Obligation, as permitted applicable, except to the extent that such Lender or Issuing Bank (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Taxes pursuant to Section 9.05(l), or 5.8; (d) permit withholding Tax attributable to a Lender’s or Issuing Bank’s failure to comply with Section 5.9 and (e) any U.S. federal withholding Tax imposed pursuant to FATCA. Existing Canadian Letters of Credit: the Excluded Subsidiary to conduct any material business activities or own any material Property other than letters of credit under the following (and activities incidental thereto): (i) ownership and maintenance of the corporate headquarters of the Borrower and the Borrower’s Subsidiaries and the management of the use and access of the corporate headquarters by the Borrower and the Borrower’s Subsidiaries, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and the filing of tax reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any taxes)), (iii) financing activities related Second Amended Credit Agreement outstanding prior to the foregoing, (ivThird Restatement Date and set forth on Schedule 1.1(a) participating in tax, accounting and other administrative matters identified as a member Existing Canadian Letters of the consolidated group of the Borrower and its Subsidiaries, including compliance with applicable law and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (v) holding any cash and Cash Equivalents, (vi) entering into and performance of obligations with respect to contracts and other arrangements entered into in connection with the activities contemplated by this Section 9.21, and (vii) the performance of obligations under and compliance with its organizational documents, any demands or requests from or requirements of a Governmental Authority or any applicable law, ordinance, regulation, rule, order, judgment, decree or permitCredit.