Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. The Borrower will not, -------------------------------------- and will not permit any Subsidiary to, establish, create or acquire any direct Subsidiary; provided that the Borrower and its Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100% of the capital stock of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) such new Subsidiary executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a new Parent Company), 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 Closing Date.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, -------------------------------------- and the Borrower will not permit any Subsidiary of the Restricted Subsidiaries to, establish, create or acquire after the Closing Date any direct Restricted Subsidiary; , provided that the Borrower and its Wholly-Owned Restricted Subsidiaries shall be permitted to establish, create or and, to the extent permitted by this Agreement, acquire Wholly-Owned Restricted Subsidiaries (or 90%-Owned provided that Non-Recourse Entities shall only be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Restricted Subsidiaries in the case of Telcosthat are Non-Recourse Entities), so long as as, in each case, (i) 100% of the capital stock of each such new Wholly-Owned Domestic Restricted Subsidiary (if a Parent Companyother than an Excluded Subsidiary) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) such new Subsidiary promptly executes a counterpart of the Collateral and Guaranty Agreement, and (ii) each such new Wholly-Owned Domestic Restricted Subsidiary Guaranty (in other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the case of a new Intermediary Holding Company) and/or the Pledge Intercompany Subordination Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extentextent then in effect. In addition, each new Wholly-Owned Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and deliver, or cause to be promptly executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 4.02 as such new Restricted Subsidiary would have executed had to deliver if such Credit Documents if it new Restricted Subsidiary were a Credit Party on the Closing Date, in each case to the extent reasonably requested by the Administrative Agent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of Section 6.14(b).

Limitation on Creation of Subsidiaries. The (a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower will not, -------------------------------------- and will not permit any Subsidiary to, establish, create or acquire any direct Subsidiary; provided that the Borrower and its Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of TelcosTelcos or Carrier Services Companies), so long as (i) 100% of the capital stock or other equity interests of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock or other equity interests of such new Subsidiary (if a TelCoTelco or a Carrier Services Company) is pledged pursuant to the Pledge Agreement (provided that the stock or other equity interests of any new TelCo Telco or Carrier Services Company acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockstock or other equity interests, together with stock transfer powers duly executed in blank, are delivered to the Collateral Agent and Agent, (ii) such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement, the Subsidiary Guaranty (in the case of a new Intermediary Holding Company1st-Tier Subsidiary) and/or and the Pledge Agreement (in the case of a new Parent Company), 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 Closing Initial Borrowing Date, and (iii) such new Subsidiary takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 4 if such new Subsidiary had been a Credit Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, -------------------------------------- and will not permit any Subsidiary to, establishEstablish, create or acquire any direct Subsidiaryadditional Subsidiaries; provided that the Borrower and its Subsidiaries shall be permitted to establish, Borrowers may establish or create one or acquire Wholly-more Wholly Owned Subsidiaries (of Borrowers or 90%-Owned one of their Wholly Owned Subsidiaries in the case of Telcos), without such consent so long as (ia) 100% of the capital stock Equity Interest of any such new Wholly Owned Subsidiary (other than any Foreign Subsidiary that is not a direct Subsidiary of a Loan Party or any immaterial or special-purpose Subsidiary to which the Administrative Agent shall agree the provisions of this clause (a) will not apply) is, upon the creation or establishment of any such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged ifor, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) such new Subsidiary executes a counterpart of the Subsidiary Guaranty (in the case of Foreign Subsidiaries if such pledge would have an adverse tax impact on Borrowers as determined by Borrowers), 65%), pledged and delivered to the Administrative Agent for the benefit of the Secured Parties under the Security Agreement; and (b) upon the creation or establishment of any such new Wholly Owned Subsidiary (other than any Foreign Subsidiary that is not a new Intermediary Holding Company) and/or the Pledge Agreement (in the case direct Subsidiary of a new Parent CompanyLoan Party or any immaterial or special-purpose Subsidiary to which the Administrative Agent shall agree the provisions of this clause (b) will not apply), in each case on the same basis (and such Subsidiary becomes a party to the same extentapplicable Security Documents and shall become a Subsidiary Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.10(b) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Closing Dateabove; provided, further, that Borrowers may establish or create non-Wholly Owned Subsidiaries and joint ventures pursuant to Investments made pursuant to Section 6.04(g).

Limitation on Creation of Subsidiaries. The Borrower will not, -------------------------------------- and will shall not permit any Subsidiary to, establish, create or acquire any direct Subsidiaryadditional Subsidiaries without the prior written consent of the Requisite Lenders; provided that (i) the Borrower and may establish or create one or more wholly owned Domestic Subsidiaries of the Borrower or one of its wholly owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), without such consent so long as (ia) 100% of the capital stock Equity Interests of any new Domestic Subsidiary are upon the creation or establishment of any such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockEquity Interests, together with stock powers instruments of transfer duly executed endorsed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under the Pledge Agreement; and (b) upon the creation or establishment of any such new wholly owned Domestic Subsidiary, such Domestic Subsidiary becomes a party to the applicable Security Documents and shall become a Subsidiary Loan Party hereunder and execute a joinder agreement to the Guarantee Agreement and the Security Agreement and the other Loan Documents all in accordance with Sections 5.11 and 5.12; and (ii) one or more wholly owned Domestic Subsidiaries may establish or create a Non-U.S. Subisidiary without such new Subsidiary executes a counterpart of the Subsidiary Guaranty (consent so long as, in the case of a “first tier” Non-U.S. Subsidiary, only 65% of the Equity Interests of such new Intermediary Holding Company) and/or “first tier” Non-U.S. Subsidiary are pledged and certificates representing such Equity Interests, together with the Pledge Agreement (instruments of transfer duly endorsed in the case of a new Parent Company)blank, in each case on the same basis (and are delivered to the same extent) as Collateral Agent for the benefit of the Secured Parties under the Security Agreement and pledge agreements governed by the law of the jurisdiction of organization of such Non-U.S. Subsidiary would have executed such Credit Documents if it were a Credit Party on in form and substance reasonably satisfactory to the Closing Date.Collateral Agent. 100 Table of Contents

Limitation on Creation of Subsidiaries. The Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, the Borrower will not, -------------------------------------- and will not permit any Subsidiary to, establish, create or acquire any direct Subsidiary; provided that the Borrower and of its Subsidiaries shall be permitted to establish, create or acquire after the Restatement Effective Date any Subsidiary, provided that the Borrower and -------- its Wholly-Owned Subsidiaries shall be permitted to (i) establish or 90%-Owned create one or more Wholly-Owned Subsidiaries in the case of Telcos), so long as within a reasonable time from such establishment or creation (ix) 100% of the capital stock of such new Wholly-Owned Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and for the benefit of the Secured Creditors, (iiy) such new Wholly- Owned Subsidiary (other than a Wholly-Owned Foreign Subsidiary, except to the extent otherwise required pursuant to Section 8.13) executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (z) such new Wholly-Owned Subsidiary, to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (ii) acquire a Person which immediately upon such acquisition will constitute a Subsidiary of the Borrower in connection with the case acquisition of a new Parent Company)Hotel Property so long as within a reasonable time from such acquisition (x) the capital stock of such Subsidiary that is owned by any Credit Party is pledged pursuant to, in each case on the same basis (and to the same extentextent required by, the Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (y) such Subsidiary (including any such Subsidiary which is a Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (z) such Subsidiary, to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12. In addition, each such Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such Subsidiary would have executed had to deliver if such Credit Documents if it new Wholly-Owned Subsidiary were a Credit Party on the Closing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower Company will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any direct Subsidiary; provided that the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as as, in each case, (i) 100% at least five Business Days prior written notice thereof is given to the Agent (or, in any given case, such lesser notices may be required by the Agent), (ii) if a new Domestic Subsidiary of the Company, all of the capital stock or other equity interests of such new Domestic Subsidiary (if owned by a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is Credit Party shall be pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates (if any) representing such stockstock or other equity interests, together with stock appropriate powers duly executed in blank, are shall be delivered to the Collateral Agent and Agent, (iiiii) if a new Foreign Subsidiary of the Company, (x) such new Foreign Subsidiary shall have been created for a Permitted Foreign Business Purpose and (y) all of the capital stock or other equity interests of such new Foreign Subsidiary owned by a Credit Party (except that not more than 65% of the outstanding voting stock of any Foreign Subsidiary need be so pledged, except in the circumstances contemplated by Section 8.14) shall be pledged pursuant to the 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, (iv) if a new Domestic Subsidiary, such new Domestic Subsidiary executes a counterpart of the Subsidiary Guaranty and the Pledge Agreement, and (in the case of v) if a new Intermediary Holding Company) and/or Foreign Subsidiary, such new Foreign Subsidiary as soon as reasonably practicable executes a counterpart of the Subsidiary Guaranty and the Pledge Agreement (in the case of a new Parent Company)Agreement, in each case on the same basis (and to the same extent) extent required pursuant to Section 8.14. In addition, each new Wholly-Owned Domestic Subsidiary created or acquired after the Restatement Effective Date 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 Wholly-Owned Domestic Subsidiary would have executed had to deliver if such Credit Documents if it new Wholly-Owned Domestic Subsidiary were a Credit Party Subsidiary Guarantor on the Closing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower (a) Holdings will not, -------------------------------------- and will not permit any Subsidiary of its Restricted Subsidiaries to, establish, create or acquire after the Effective Date any direct SubsidiarySubsidiary (other than Non-Wholly-Owned Subsidiaries that are Restricted Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.12(b)); provided that (A) the Borrower and any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries shall be permitted to establish, create or and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos)that are Unrestricted Subsidiaries, so long as (i) 100% 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 in any given case), (ii) the capital stock or other Equity Interests of such new Unrestricted Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is held by any Credit Party are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates certificates, if any, representing such stockEquity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent as, and (ii) such new Subsidiary executes a counterpart of to the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or extent required by, the Pledge Agreement (but otherwise subject to the Intercreditor Agreement), (iii) all Investments by the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary are permitted pursuant to Section 10.05 and (iv) all requirements of the case definition of a new Parent Company)Unrestricted Subsidiary and Section 9.18 have been satisfied, and (B) the Borrower and its Restricted Subsidiaries shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries that are Restricted Subsidiaries, so long as, in each case on case, (i) at least 10 days’ prior written notice thereof is given to the same basis Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock or other Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the same extentextent 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 appropriate powers duly executed in blank, are delivered to the Collateral Agent (but otherwise subject to the Intercreditor Agreement), (iii) each such new Wholly-Owned Domestic Subsidiary (other than and Excluded Subsidiary) becomes a party to each of the Security Agreement, the Pledge Agreement, the Intercreditor Agreement and the Subsidiaries Guaranty by executing and delivering to the Administrative Agent a counterpart of a Joinder Agreement and (iv) each such new Wholly-Owned Domestic Subsidiary (other than and Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.12. In addition, each new Wholly-Owned Domestic Subsidiary (other than an Excluded Subsidiary) that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel to the extent reasonably requested by the Administrative Agent) of the type described in Sections 6.03, 6.04, 6.08, 6.09, 6.10, 6.11 and 6.17 as such new Wholly-Owned Domestic Subsidiary would have executed had to deliver if such Credit Documents if it new Wholly-Owned Subsidiary were a Credit Party on the Closing Effective Date.

Limitation on Creation of Subsidiaries. The Borrower REIT will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire any direct Subsidiary; provided additional Subsidiaries, except that the Borrower and its wholly-owned Subsidiaries shall be permitted to establish, create or acquire Whollywholly-Owned owned Subsidiaries and, to the extent permitted by Section 8.02(viii), Section 8.02(ix) and Section 8.05(vi), non-wholly-owned Subsidiaries, in each case in connection with the acquisition of new Properties and the provision or purchase of Mortgage Loans that are not Borrowing Base Pledged Mortgage Loans permitted by Section 8.02(viii) and Section 8.02 (or 90%-Owned Subsidiaries in ix) and Investments permitted by Section 8.05(vi), as the case of Telcos)may be, so long as (i) 100% of the capital stock of such new Subsidiary (if to the extent that same is a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if corporation and is owned by a TelCoCredit Party) is pledged pursuant to the Pledge Agreement (provided that the stock of and any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with undated stock powers duly executed in blank, are delivered to the Collateral Agent and Agent, (ii) the partnership or limited liability company interests of such new Subsidiary (to the extent that same is a partnership or limited liability company and is owned by a Credit Party) are pledged and assigned pursuant to the Pledge and Security Agreement and (iii) any such new Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest (both directly and indirectly) in any other Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement, the Pledge and Security Agreement and the Security Agreement, and (iv) any such new Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan shall take all actions required pursuant to Section 7.11. In addition, each such new Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the case of a new Parent Company), type described in each case on the same basis (and to the same extent) Section 4 as such new Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Effective Date. Notwithstanding the foregoing provisions of this Section 8.12, the Credit Parties shall not be required to pledge their shareholder, partnership or limited liability company interests in a new Subsidiary which does not own a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan if each of the following conditions are satisfied: (i) such Subsidiary is formed for the purpose of acquiring a Property or providing or purchasing a Mortgage Loan, which transaction is to be financed with Permitted Non-Recourse Indebtedness, (ii) the lender providing such Permitted Non-Recourse Indebtedness has not agreed (after commercially reasonable request made by the relevant Credit Party) to permit the pledge of equity in such Subsidiary, and (iii) each Credit Party owning a shareholder, partnership or limited liability company interest in such Subsidiary agrees that it will not cause, suffer or permit the encumbrance of such shareholder, partnership or limited liability company interest by any Lien (other than Permitted Liens), whether voluntarily, by operation of law or otherwise.

Limitation on Creation of Subsidiaries. The Borrower Notwithstanding anything to the contrary contained in this Agreement, Holdings will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Closing Date any direct Subsidiary; , provided that the Borrower Holdings and its Subsidiaries shall be permitted to establish, create or and, to the extent permitted by Section 6.1 of this Agreement, acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100all of the Stock of each such new Subsidiary if it is a Domestic Subsidiary and 65% of the capital stock Stock of such new Subsidiary if it is a Foreign Subsidiary (if a Parent Company) or at least 90% all of the capital stock Stock of such new Foreign Subsidiary (if a TelCoto the extent required under Section 5.10) is pledged pursuant to, and to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereofextent required by, the Pro Forma EBITDA Test is satisfied) applicable Pledge Agreements and the certificates (if any) representing such stockstock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Lenders, and (ii) each such new Domestic Subsidiary (including without limitation any such new Domestic Subsidiary resulting from the Law.com Acquisition), and to the extent required by Section 5.10, exxx xxxh new Foreign Subsidiary, executes a Additional Guarantor Supplement in the form of Schedule 1 to the Subsidiary Guaranty and an Additional Grantor Acknowledgment in the form of Exhibit B to the Security Agreement . In addition, each new Domestic Subsidiary, and to the extent required by Section 5.10 each such new Foreign Subsidiary, shall execute and deliver, or cause to be executed and delivered, if and to the extent requested by the Agent, all other relevant documentation of the type described in Section 2 and the Closing Checklist as such new Subsidiary executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extent) as such Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Date.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, -------------------------------------- and the Borrower will not permit any Subsidiary of the Restricted Subsidiaries to, establish, create or acquire after the Closing Date any direct Restricted Subsidiary; , provided that the Borrower and its Wholly-Owned Restricted Subsidiaries shall be permitted to establish, create or and, to the extent permitted by this Agreement, acquire Wholly-Owned Restricted Subsidiaries (or 90%-Owned provided that Non-Recourse Entities shall only be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Restricted Subsidiaries in the case of Telcosthat are Non-Recourse Entities), so long as as, in each case, (i) 100% of the capital stock of each such new Wholly-Owned Domestic Restricted Subsidiary (if a Parent Companyother than an Excluded Subsidiary) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) such new Subsidiary promptly executes a counterpart of the Collateral and Guaranty Agreement, and (ii) each such new Wholly-Owned Domestic Restricted Subsidiary Guaranty (in other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the case of a new Intermediary Holding Company) and/or the Pledge Intercompany Subordination Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extentextent then in effect. In addition, each new Wholly-Owned Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and deliver, or cause to be promptly executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in ‎Section 4.02 as such new Restricted Subsidiary would have executed had to deliver if such Credit Documents if it new Restricted Subsidiary were a Credit Party on the Closing Date, in each case to the extent reasonably requested by the Administrative Agent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of ‎Section 6.14(b).

Limitation on Creation of Subsidiaries. The Borrower (a) Except as otherwise -------------------------------------- specifically provided in following clauses (b) and (c), Holdings will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Effective Date any direct Subsidiary; provided that that, (i) the Borrower and its -------- Wholly-Owned Subsidiaries shall be permitted to establishestablish or create, create or and to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100% of the capital stock or other equity interests of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) that is owned by any Credit Party is, unless otherwise provided in Section 7.16(a)(B), pledged pursuant to, and to the extent required by, the Pledge and Security Agreement (provided that the stock of and so long as any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have actions required to be pledged iftaken by the Pledge and Security Agreement in connection therewith are in fact taken), after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) such new Subsidiary to the extent that same is a Look-Through Subsidiary, unless otherwise provided in Section 7.16(a)(B), executes a counterpart of the Subsidiaries Guaranty and, to the extent that such Wholly-Owned Subsidiary Guaranty is a Look-Through Subsidiary of the type described in clause (i) of the definition thereof, the Pledge and Security Agreement and (iii) such new Subsidiary, to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.16. In addition, each such new Wholly-Owned Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Date. Without prejudice to the preceding provisions of this Section 8.17(a), the Collateral Agent may require that the capital stock of a new Subsidiary (in the case of a new Intermediary Holding Company) and/or Foreign Subsidiary, subject to limitations on the percentage of voting stock required to be pledged which are consistent with the limitations provided in the Pledge and Security Agreement (as originally in effect) be pledged pursuant to an agreement in a form suitable for enforcement in the case of a jurisdiction in which the new Parent Company), 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 Closing Dateis incorporated.

Limitation on Creation of Subsidiaries. The (a) Except as otherwise specifically provided in immediately succeeding clause (b) and in connection with the Transaction, the Borrower will not, -------------------------------------- and will not permit any Subsidiary to, establish, create or acquire any direct Subsidiary; provided that the Borrower and its Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of TelcosTelcos or Carrier Services Companies), so long as (i) 100% of the capital stock or other equity interests of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock or other equity interests of such new Subsidiary (if a TelCoTelco or a Carrier Services Company) is pledged pursuant to the Pledge Agreement (provided that the stock or other equity interests of any new TelCo Telco or Carrier Services Company acquired or created pursuant to a Permitted Acquisition shall not have to be pledged ifif such pledge is prohibited by applicable law, rule or regulation and, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockstock or other equity interests, together with stock transfer powers duly executed in blank, are delivered to the Collateral Agent and Agent, (ii) such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement, the Subsidiary Guaranty (in the case of a new Intermediary Holding CompanyFirst-Tier Subsidiary) and/or and the Pledge Agreement (in the case of a new Parent Company), 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 Closing Date, and (iii) such new Subsidiary takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 4 if such new Subsidiary had been a Credit Party on the Closing Date.

Limitation on Creation of Subsidiaries. The Borrower Holdings will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire any direct Subsidiary; provided , except that the (a) Borrower and its Subsidiaries shall be permitted may acquire, pursuant to establisha Permitted Acquisition, establish or create one or acquire more Wholly-Owned Subsidiaries (of Borrower which are Domestic Subsidiaries and transfer assets to such newly established or 90%-Owned created Subsidiaries in the case of Telcos), so long as (i) the creation or establishment of any such new Subsidiary is in compliance with Section 8.8(h) (with the transfer of any assets constituting an Investment under Section 8.8(h)), (ii) 100% of the capital stock Capital Stock of such Subsidiary is upon the creation, establishment or acquisition of any such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors under the Pledge Agreement and (iii) upon the creation, establishment or acquisition of any such new Domestic Subsidiary, such Subsidiary executes the Additional Security Documents and guaranty required to be executed by it in accordance with Section 7.12, and (b) Borrower or any Subsidiary may establish or create one or more Foreign Subsidiaries so long as (i) the Investment in any such new Foreign Subsidiary is in compliance with Section 8.8(l), (ii) such new Subsidiary executes a counterpart 65% of the Capital Stock of such Foreign Subsidiary Guaranty which is a Wholly-Owned Subsidiary (or, in the case of a Foreign Subsidiary which is not a Wholly-Owned Subsidiary, which is otherwise permitted by the Organizational Documents of such Foreign Subsidiary) owned directly by Borrower or any Domestic Subsidiary is upon the creation or establishment of any such new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a new Parent Company), in each case on the same basis (Subsidiary pledged and delivered to the same extent) as such Subsidiary would have executed such Credit Documents if it were Collateral Agent for the benefit of the Secured Creditors under a Credit Party on the Closing DatePledge Agreement.

Limitation on Creation of Subsidiaries. The Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Effective Date any direct Subsidiary; , provided that (x) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish and create and, to the extent permitted by this Agreement, acquire, Wholly-Owned Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, establish and create or and acquire WhollyNon-Wholly Owned Subsidiaries (or 90%-Owned Subsidiaries in to the case of Telcos), extent permitted by Section 10.05(xix) so long as (i) 100% at least 5 days’ prior written notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock or other Equity Interests of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates certificates, if any, representing such stockstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent (or, to the extent such stock or Equity Interests constitute Common Collateral (as defined in the Xxx Intercreditor Agreement or the Pulitzer Intercreditor Agreement, as applicable), to the First Priority Representative (as defined in the Xxx Intercreditor Agreement or the Pulitzer Intercreditor Agreement, as applicable) in accordance with, and only to the extent subject to the provisions of, Section 2.3(c) of the Xxx Intercreditor Agreement or the corresponding Section of the Pulitzer Intercreditor Agreement, as applicable, with copies thereof and of any related endorsements to the Collateral Agent), and (iiiii) each such new Domestic Subsidiary (and, to the extent required by Section 9.15, each such new Foreign Subsidiary) executes a counterpart of the Subsidiary Guaranty (in Subsidiaries Guaranty, the case of a new Intermediary Holding Company) and/or Security Agreement, the Pledge Agreement and the Intercompany Subordination 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 (including opinions of counsel) of the type described in the case of a new Parent Company), in each case on the same basis (and to the same extent) Section 6 as such new Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Effective Date.

Limitation on Creation of Subsidiaries. The Notwithstanding --------------------------------------- anything to the contrary contained in this Agreement, the Borrower will not, -------------------------------------- and will not permit any Subsidiary to, of its Subsidiaries to establish, create or acquire after the Restatement Effective Date any direct Subsidiary; , provided that the Borrower and its Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries shall -------- be permitted to (i) establish or 90%-Owned create one or more Wholly-Owned Subsidiaries in the case of Telcos), so long as within a reasonable time from such establishment or creation (ix) 100% of the capital stock of such new Wholly-Owned Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and for the benefit of the Secured Creditors, (iiy) such new Wholly-Owned Subsidiary (other than a Wholly-Owned Foreign Subsidiary, except to the extent otherwise required pursuant to Section 8.13) executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (z) such new Wholly-Owned Subsidiary, to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (ii) acquire a Person which immediately upon such acquisition will constitute a Subsidiary of the Borrower in connection with the case acquisition of a new Parent Company)Hotel Property so long as within a reasonable time from such acquisition (x) the capital stock of such Subsidiary that is owned by any Credit Party is pledged pursuant to, in each case on the same basis (and to the same extentextent required by, the Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (y) such Subsidiary (including any such Subsidiary which is a Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (z) such Subsidiary, to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12. In addition, each such Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such Subsidiary would have executed had to deliver if such Credit Documents if it new Wholly- Owned Subsidiary were a Credit Party on the Closing Restatement Effective Date.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Restricted Subsidiaries to, establish, create or acquire after the Closing Date any direct SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 9.14(b)); provided that the Borrower and its Wholly-Owned Restricted Subsidiaries shall be permitted to establish, create or and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos)Subsidiaries, so long as as, in each case, (i) 100% at least ten (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 in any given case) and (ii) within 30 days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) following the establishment, creation or acquisition thereof (x) the capital stock or other Equity Interests of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is are promptly pledged pursuant to, to the Pledge extent required by, this Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates Guaranty and Collateral Agreement 100 and the related certificates, if any, representing such stockstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent and Agent, (iiy) such new Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary (other than any Domestic Subsidiary of a Controlled Foreign Corporation) executes a counterpart of the Guaranty and Collateral Agreement and (z) such new Wholly-Owned Domestic Subsidiary Guaranty that is a Restricted Subsidiary (in the case other than any Domestic Subsidiary of a new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a new Parent CompanyControlled Foreign Corporation), in each case on the same basis (and to the same extentextent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12. In addition, each new Wholly-Owned Restricted Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 5 as such new Restricted Subsidiary would have executed had to deliver if such Credit Documents if it new Restricted Subsidiary were a Credit Party on the Closing Date.

Limitation on Creation of Subsidiaries. The (a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any direct Subsidiary; , provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (iA) 100% the equity interests of the capital stock of each such new Wholly-Owned Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to, and to the extent required by, the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockequity interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors and (B) to the extent such new Wholly-Owned Subsidiary Guarantor does not meet the criteria required to constitute a Non-Guarantor Subsidiary in accordance with the definition thereof, (i) such new Wholly-Owned Subsidiary executes a counterpart of a guarantee in form and substance satisfactory to the Agents (the "Subsidiaries Guaranty"), the Pledge Agreement and the Security Agreement and (ii) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all actions required pursuant to Section 8.11. In addition, each new Wholly-Owned Subsidiary executes which becomes, or is required to become, a counterpart Subsidiary Guarantor shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the Subsidiary Guaranty (type described in the case of a new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extent) Section 5 as such new Wholly-Owned Subsidiary would have executed had to deliver if such Credit Documents if it new Wholly-Owned Subsidiary were a Credit Party on the Closing Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The In the case of Borrower will not, -------------------------------------- and will not permit or any Subsidiary toof its Subsidiaries, establish, create or acquire any direct Subsidiary; provided PROVIDED, that the Borrower and its Subsidiaries shall will be permitted to establish, establish or create any direct or acquire indirect Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos)Subsidiary, so long as (i) 100% all of the capital stock outstanding Equity Securities of such new Subsidiary (if a Parent Company) or at least 90% are pledged to the Agent, for the benefit of the capital stock Lenders, to secure Loans and the other obligations of such new Subsidiary (if a TelCo) is pledged pursuant to Borrower under this Agreement and the Pledge Agreement (provided that the stock of any new TelCo acquired or created other Loan Documents pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect pledge agreement in form and substance satisfactory to the acquisition or creation thereofAgent, for the Pro Forma EBITDA Test is satisfied) benefit of the Lenders, and the certificates representing such stockEquity Securities, together with undated stock or similar powers or other instruments of assignment duly executed in blank, are delivered to the Collateral Agent and Agent, for the benefit of the Lenders, (ii) such new Wholly-Owned Subsidiary executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a new Parent Company)guaranty, pledge agreement, and security agreement, in each case in form and substance satisfactory to the Agent, for the benefit of the Lenders, and (iii) such new Wholly-Owned Subsidiary takes all other actions and executes and delivers such other documents as are reasonably requested by the Agent or Required Lenders in connection with any of the foregoing. In addition, each such new Subsidiary will execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Article IV as Borrower would have been required to deliver with respect to such new Subsidiary if such new Subsidiary were in existence on the same basis (and to date of the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Closing DateClosing.

Limitation on Creation of Subsidiaries. The Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any direct Subsidiary; , provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or or, to the extent permitted by the Agreement, acquire (x) Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100% of the capital stock or other equity interests of each such new Wholly-Owned Subsidiary (if to the extent owned by a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCoCredit Party) is pledged pursuant to, and to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereofextent required by, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockPledge Agreement, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) each such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary) executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary) executes and delivers, or causes to be executed and delivered, all other relevant documentation of the type described in the case of a new Parent Company), in each case on the same basis (and to the same extent) Section 5 as such new Wholly- Owned Subsidiary would have executed had to deliver if such Credit Documents if it new Wholly-Owned Subsidiary were a Credit Party on the Closing DateRestatement Effective Date and (y) non-Wholly-Owned Subsidiaries so long as the capital stock or other equity interest of each such new non-Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement.

Limitation on Creation of Subsidiaries. The Borrower Notwithstanding anything to the contrary contained in this Agreement, Holdings will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Effective Date any direct Subsidiary; , provided that that, after the consummation of the Merger, the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in or, to the case extent permitted by clause (vii) of TelcosSection 9.02(xii), non-Wholly-Owned Subsidiaries) so long as (i) 100% of the capital stock or other equity interests of each such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to, and to the extent required by, the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockstock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent and for the benefit of the Secured Creditors, (ii) each such new Subsidiary executes and delivers to the Agent a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (in the case of a iii) each such new Parent Company)Subsidiary, in each case on the same basis (and to the same extent) extent requested by the Agent or the Required Banks, takes all actions required pursuant to Section 8.11. In addition, each new Subsidiary shall execute and deliver, or cause to be executed and delivered, to the Agent all other relevant documentation of the type described in Section 5 as such new Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower will shall not, -------------------------------------- and will shall not permit any Subsidiary of its Subsidiaries to, establish, create or acquire any direct Subsidiary; provided additional Subsidiaries without the prior written consent of the Required Banks, PROVIDED that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100% at least 5 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver (x) in the case of the first such Subsidiary so established, created or acquired (unless a Subsidiary Guaranty has been executed and delivered prior to such date pursuant to Section 5.13), the Subsidiary Guaranty and (y) otherwise, such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each of the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Administrative Agent and (iiiv) such new Subsidiary executes a counterpart Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the Subsidiary Guaranty (type described in the case of a Section 5 as such new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a Subsidiaries would have had to deliver if such new Parent Company), in each case Subsidiaries were Credit Parties 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 Closing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower Holdings will not, -------------------------------------- and will not permit any Subsidiary to, establish, create or acquire any direct SubsidiarySubsidiary after the Initial Borrowing Date; provided PROVIDED that the Borrower and its Subsidiaries shall be permitted to establishestablish and create and, create or to the extent otherwise permitted pursuant to Section 8.02, acquire (A) Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos)Domestic Subsidiaries, so long as (i) 100% of the capital stock Equity Interests of each such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockEquity Interests, if any, together with stock powers endorsements for the transfer thereof duly executed in blank, are delivered to the Collateral Agent and (ii) such new Wholly-Owned Domestic Subsidiary executes (x) becomes a -59- party to the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement by executing counterparts of such Credit Documents or by executing a counterpart of the Subsidiary Guaranty (a Joinder Agreement in the case form of Exhibit L (each a new Intermediary Holding Company"Joinder Agreement") and/or and taking the Pledge Agreement actions specified therein and (in y) executes and delivers counterparts of one or more Mortgages to the case of a new Parent Company)extent required under Section 7.10, 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 Closing Initial Borrowing Date, provided that to the extent such new Wholly-Owned Domestic Subsidiary is created solely for the purposes of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Wholly-Owned Domestic Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such Wholly-Owned Domestic Subsidiary shall not be required to take the actions set forth in sub-clauses (i) and (ii) of this clause (A) until the respective Permitted Acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply (within the 10 Business Day period referred to below)), (B) other Domestic Subsidiaries, which are not Wholly-Owned Subsidiaries, resulting from investments made pursuant to Section 8.06(q) and/or (r) (and so long as all investments therein by Holdings and its Subsidiaries are otherwise permitted pursuant thereto), so long as 100% of the Equity Interests of such Domestic Subsidiary held by the Credit Parties is pledged pursuant to the Pledge Agreement and the certificates representing such Equity Interests, if any, together with endorsements for the transfer thereof duly executed in blank are delivered to the Collateral Agent and (C) Foreign Subsidiaries so long as (I) to the extent such Foreign Subsidiary is owned by a Credit Party, the Equity Interests of such Foreign Subsidiary are pledged to the Collateral Agent pursuant to, and to the extent required by, the Pledge Agreement (except that the Equity Interests of any Foreign Subsidiary created solely for the purposes of consummating a merger transaction pursuant to a Permitted Acquisition, so long as such Foreign Subsidiary at no time holds any assets or liabilities other than merger consideration contributed to it contemporaneously with the closing of such merger transaction, need not be so pledged until the date of the consummation of the respective Permitted Acquisition, at which time the Equity Interests of the surviving entity thereof shall be required to be so pledged (within the 10 Business Day period referred to below)) and (II) all investments (and any other contribution) made by Holdings or any of its Subsidiaries in or to any such Foreign Subsidiary are otherwise permitted under Section 8.06 and (D) Holdings shall be permitted to create Intermediate Holdco (in accordance with the definition thereof contained herein) so long as Intermediate Holdco complies with the requirements set forth above in clause (A)(i) and (A)(ii) (to the same extent as if it were a direct Wholly-Owned Subsidiary of the Borrower). All actions required as set forth above shall be completed within 10 Business Days after the date of the acquisition or creation of the respective Subsidiary, except that (x) all requirements set forth above with respect to Intermediate Holdco shall be required to be satisfied on such sooner date, if any, as any Equity Interests of the Borrower are transferred to it and (y) all requirements with respect to Mortgages shall be completed within the time set forth in Section 7.10.

Limitation on Creation of Subsidiaries. The Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Effective Date any direct Subsidiary; provided , PROVIDED that the Borrower and its Wholly- Owned Subsidiaries shall be permitted to establish, establish or create or acquire (x) Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100% of the capital stock or other equity interests of each such new Wholly-Owned Subsidiary (if to the extent owned by a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCoCredit Party) is pledged pursuant to, and to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereofextent required by, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockPledge Agreement, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) each such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary except to the extent required pursuant to Section 8.11) executes a counterpart of the Subsidiary Sub sidiaries Guaranty (in the case of a new Intermediary Holding Company) and/or and the Pledge Agreement Agreement, and (in the case of iii) each such new Wholly- Owned Subsidiary (other than a new Parent Company), in each case on the same basis (and Foreign Subsidiary except to the same extentextent required pursuant to Section 8.11) executes and delivers, or causes to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Wholly-Owned Subsidiary would have executed had to deliver if such Credit Documents if it new Wholly-Owned Subsidiary were a Credit Party on the Closing DateEffective Date and (y) non- Wholly-Owned Subsidiaries to the extent permitted by Section 9.05(xiv) so long as the capital stock or other equity interest of each such new non-Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement.

Limitation on Creation of Subsidiaries. Unrestricted ---------------------------------------------------- Subsidiaries and Joint Ventures. (a) The Borrower Company will not, -------------------------------------- and will not permit ------------------------------- any Subsidiary of its Subsidiaries or Joint Ventures to, establish, create or acquire any direct Subsidiary; provided additional Subsidiaries or Joint Ventures, except that the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned x) Joint Ventures as provided in Section 10.16(b) and (y) at least 90% owned Subsidiaries in the case of Telcos), connection with Permitted Hotel Acquisitions and Permitted Business Acquisitions so long as (i) 100% all of the capital stock of such new Subsidiary (if to the extent that same is a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCocorporation) is pledged pursuant to (and to the extent required by) the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and Agent, (ii) all of the partnership interests of such new Subsidiary (to the extent that same is a partnership) are pledged and assigned pursuant to (and to the extent required by) the Pledge Agreement and (iii) any such new domestic Subsidiary executes a counterpart of the Subsidiary Subsidiaries Guaranty (in the case of a new Intermediary Holding Company) and/or and the Pledge Agreement (Agreement. In addition, each such new domestic Subsidiary shall execute and deliver, or cause to be executed and delivered all other relevant documentation of the type described in the case of a new Parent Company), in each case on the same basis (and to the same extent) Section 5 as such new domestic Subsidiary would have executed had to deliver if such Credit Documents if it new domestic Subsidiary were a Credit Party on the Closing Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire any direct new Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100% of at least 15 days' prior written notice thereof (or such lesser notice as is acceptable to the Agent) is given to the Agent, (ii) the capital stock of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is pledged pursuant to this Agreement and the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and Agent, (iiiii) such new Subsidiary executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Agent or the Required Banks, all actions required pursuant to Section 8.16 are taken; provided, however, that in the case event the Agent reasonably determines, in light of all the circumstances (including, without limitation, the value to the Banks of the Foreign Subsidiary entering into the documents described in clause (iii) as compared to any adverse tax consequences that the Borrower may experience as a new Parent Companyresult thereof), not to require any Foreign Subsidiary to enter into the documentation described in clause (iii), then such Foreign Subsidiary shall not be required to do so. In addition, at the request of the Agent, each case on 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 same basis (and to the same extent) type described in Section 5 as such new Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The (a) Except as otherwise specifically provided in following clause (b), no Borrower will, nor will not, -------------------------------------- and will not any Borrowers permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any direct Subsidiary; provided that the that, (i) any Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as (i) 100% of the capital stock Capital Stock of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement (provided that the stock of and so long as any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have actions required to be pledged iftaken by the Pledge and Security Agreement in connection therewith are in fact taken), after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) such new Subsidiary Subsidiary, if required by Section 8.15, executes a counterpart of the Guaranty and the Pledge and Security Agreement and (iii) such new Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all actions required pursuant to Section 8.15. In addition, each new Wholly-Owned Subsidiary Guaranty 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. Without prejudice to the preceding provisions of this Section 9.16(a), the Collateral Agent may require that the Capital Stock of a new Subsidiary (in the case of a new Intermediary Holding Company) and/or Foreign Subsidiary, subject to limitations on the percentage of voting stock required to be pledged which are consistent with the limitations provided in the Pledge and Security Agreement (as originally in effect) be pledged pursuant to an agreement in a form suitable for enforcement in the case of a jurisdiction in which the new Parent Company), 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 Closing Dateis incorporated.

Limitation on Creation of Subsidiaries. The Borrower Holdings will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire any direct Subsidiary; provided additional Subsidiaries, except that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries and, to the extent permitted -91- by Section 8.02(viii), Section 8.02(ix) and Section 8.05(vii), non-Wholly-Owned Subsidiaries, in each case in connection with the acquisition of new Hotel Properties and/or Senior Living Care Facilities permitted by Section 8.02(viii) and Section 8.02 (or 90%-Owned Subsidiaries in ix) and Investments permitted by Section 8.05(vii), as the case of Telcos)may be, so long as (i) 100% of the capital stock or limited liability company interests of such new Subsidiary (if to the extent that same is a Parent Companycorporation or a limited liability company and is owned by a Credit Party) or at least 90% of the capital stock of such new Subsidiary (if a TelCo) is are pledged pursuant to the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stockstock or limited liability company interests, together with undated stock or other powers duly executed in blank, are delivered to the Collateral Agent and Agent, (ii) the partnership interests of such new Subsidiary (to the extent that same is a partnership and is owned by a Credit Party) are pledged and assigned pursuant to the Partnership Pledge and Security Agreement and (iii) any such new Subsidiary which owns a Borrowing Base Property and/or an equity interest (both directly and indirectly) in any other Subsidiary which owns a Borrowing Base Property executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement, the Partnership Pledge and Security Agreement, the Security Agreement and the California Environmental Indemnity Agreement, and (iv) any such new Subsidiary which owns a Borrowing Base Property and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property shall take all actions required pursuant to Section 7.11. In addition, each such new Subsidiary which owns a Borrowing Base Property and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the case of a new Parent Company), type described in each case on the same basis (and to the same extent) Section 4 as such new Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Effective Date.

Limitation on Creation of Subsidiaries. The (a) Each of Caterair Holdings and the Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire any direct SubsidiarySubsidiaries after the Restatement Effective Date; provided that (i) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish and create or acquire Wholly-Owned Subsidiaries and, to the extent otherwise permitted by this Agreement, acquire and make Investments in Wholly-Owned Subsidiaries and non-Wholly-Owned Subsidiaries so long as (or 90%-Owned Subsidiaries x) in the case of Telcos)the establishment, so long as (i) creation or acquisition of a Wholly-Owned Domestic Subsidiary, such Wholly-Owned Domestic Subsidiary takes all of the actions required to be taken by it pursuant to Section 8.11 and 100% of the capital stock of such new Wholly-Owned Domestic Subsidiary is pledged pursuant to the General Pledge Agreement and (if y) in the case of the establishment, creation or acquisition of a Parent Company) or at least 90% of non-Wholly-Owned Subsidiary by a Credit Party, the capital stock of such new Subsidiary (if a TelCo) owned by such Credit Party is pledged pursuant to, and to the extent required by, the General Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (ii) such new Subsidiary executes a counterpart Subsidiaries of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or the Pledge Agreement (in the case of a new Parent Company)Borrower which are not Wholly-Owned Subsidiaries shall be permitted to establish and create Subsidiaries and, 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 Closing Dateextent otherwise permitted by this Agreement, make Investments in Subsidiaries.

Limitation on Creation of Subsidiaries. The Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Effective Date any direct Subsidiary; provided that that, the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as as, in each case, (i) 100% 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) all of the capital stock of such new Subsidiary (or all non-voting stock (if a Parent Companyany) or and at least 9065% of the capital outstanding voting stock of such new Subsidiary (if a TelCoForeign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (iiiii) such new Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.13) promptly executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement and takes all actions required pursuant to Section 8.12 and (in the case of a new Parent Company)B) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case on the same basis actions specified in preceding clause (A) shall be taken. 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 same extent) type described in Section 5 as such new Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, -------------------------------------- and will not permit any Subsidiary of its Subsidiaries to, establish, create or acquire after the Effective Date any direct Subsidiary; provided that that, the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos), so long as as, in each case, (i) 100% at least 15 days' prior written notice thereof is given to the Agents (or such shorter period of time as is acceptable to the Agents), (ii) the capital stock of such new Subsidiary (if a Parent Company) or at least 9065% of the outstanding capital stock of such new Subsidiary (if a TelCoForeign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement (provided that the stock of any new TelCo acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and Agent, (iiiii) such new Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.13) promptly executes a counterpart of the Subsidiary Guaranty (in the case of a new Intermediary Holding Company) and/or Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (in iv) to the case of a new Parent Company)extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (B) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case on the same basis actions specified in preceding clause (A) shall be taken. 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 same extent) type described in Section 5 as such new Subsidiary would have executed had to deliver if such Credit Documents if it new Subsidiary were a Credit Party on the Closing Initial Borrowing Date.