Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. Holdings will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that (A) the U.S. Borrower and its Wholly-Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries so long as (i) all of the Equity Interests of such new Subsidiary are pledged to the Collateral Agent pursuant to the terms and conditions of the Pledge Agreement, (ii) such new Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge Agreement, (iii) such new Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require pursuant to Section 9.12 and (iv) such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12.

Limitation on Creation of Subsidiaries. Holdings (a) The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Restricted Subsidiary, provided that (A) the U.S. Borrower and its Wholly-Owned Domestic Restricted Subsidiaries that are(other than Non-Recourse Entities) shall be permitted to establish, or are create and, to becomethe extent permitted by this Agreement, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries Restricted Subsidiaries, so long as as, in each case, (i) all of the capital stock or other Equity Interests of such new Restricted Subsidiary are promptly pledged pursuant to, and to the extent required by, 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 promptly delivered to the Collateral Agent pursuant to the terms and conditions of the Pledge AgreementAgent, (ii) each such new Wholly-Owned Domestic Restricted Subsidiary enters into the U.S. Subsidiaries Guaranty and (other than an Excluded Subsidiary) promptly executes and delivers to the Collateral Agent counterparts a counterpart of the U.S. Subsidiaries Guaranty, the Security Agreement and the Pledge Agreement, (iii) each such new Wholly-Owned Domestic Restricted Subsidiary enters into (other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the Intercompany Subordination Agreement and (iv) each such Additional Security Documents as new Wholly-Owned Domestic Restricted Subsidiary (other than an Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders may require Lenders, promptly takes all actions required pursuant to Section 9.12 5.12. In addition, each new Wholly-Owned Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and (iv) such new Subsidiary executes deliver, or cause to be promptly executed and delivers delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 4.01 as (x) such new Restricted Subsidiary would have had to deliver if it such new Restricted Subsidiary were a Credit Party on the Initial Borrowing Date or (y) as Closing Date, in each case to the extent reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly; provided further that Non-Wholly Owned Subsidiaries that aremay be established, created or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated acquired in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A6.14(b), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12.

Limitation on Creation of Subsidiaries. Holdings (a) The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Restricted Subsidiary, provided that (A) the U.S. Borrower and its Wholly-Owned Domestic Restricted Subsidiaries that are(other than Non-Recourse Entities) shall be permitted to establish, or are create and, to becomethe extent permitted by this Agreement, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries Restricted Subsidiaries, so long as as, in each case, (i) all of the capital stock or other Equity Interests of such new Restricted Subsidiary are promptly pledged pursuant to, and to the extent required by, 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 promptly delivered to the Collateral Agent pursuant to the terms and conditions of the Pledge AgreementAgent, (ii) each such new Wholly-Owned Domestic Restricted Subsidiary enters into the U.S. Subsidiaries Guaranty and (other than an Excluded Subsidiary) promptly executes and delivers to the Collateral Agent counterparts a counterpart of the U.S. Subsidiaries Guaranty, the Security Agreement and the Pledge Agreement, (iii) each such new Wholly-Owned Domestic Restricted Subsidiary enters into (other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the Intercompany Subordination Agreement and (iv) each such Additional Security Documents as new Wholly-Owned Domestic Restricted Subsidiary (other than an Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders may require Lenders, promptly takes all actions required pursuant to Section 9.12 5.12. In addition, each new Wholly-Owned Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and (iv) such new Subsidiary executes deliver, or cause to be promptly executed and delivers delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 4.02 as (x) such new Restricted Subsidiary would have had to deliver if it such new Restricted Subsidiary were a Credit Party on the Initial Borrowing Date or (y) as Closing Date, in each case to the extent reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly; provided further that Non-Wholly Owned Subsidiaries that aremay be established, created or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated acquired in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A6.14(b), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12.

Limitation on Creation of Subsidiaries. Holdings The Borrower will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that (AI) the U.S. Borrower and its Wholly-Wholly Owned Domestic Subsidiaries that aremay (x) establish, or are create and, to becomethe extent permitted by this Agreement, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries, including, without limitation, in connection with the GPS Option Agreements and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the Equity Interests capital stock and other equity interests of such new Subsidiary are (to the extent owned by a Credit Party) pledged to the Collateral Agent pursuant to the terms and conditions of the Pledge Agreement, (ii) each such new Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables Entity) enters -81- into the U.S. Subsidiaries Guaranty and executes and delivers to the Collateral Agent counterparts a counterpart of the U.S. Security Pledge Agreement and the Pledge Security Agreement, (iii) each such new Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables Entity) enters into such Additional Security Documents Mortgages as the Administrative Agent or the Required Lenders may require pursuant to Section 9.12 8.12 and (iv) each such new Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables Entity) executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 5 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date or (y) Date, provided, however, that upon such date as reasonably requested a Subsidiary has assets in excess of those allowed by the Administrative Agentdefinition of Immaterial Subsidiary, then such Subsidiary, and the owners of all of the capital securities thereof, shall on such date comply immediately with the terms of this Section 9.15 and (BII) the Canadian Borrower and its Wholly-Wholly Owned Subsidiaries that aremay establish, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent)extent permitted by this Agreement, (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries so long as described (i) all of the capital stock and other equity interests of such new Subsidiary are (to the extent owned by a Credit Party) pledged to the Collateral Agent pursuant to the terms and conditions of the Pledge Agreement, (ii) the aggregate amount invested in preceding clauses such new Subsidiary (Aincluding by way of stock purchases, capital contribution, loans, guarantees of obligations or otherwise) shall be permitted under Section 9.05(xiii) (and not any other subsection of Section 9.05), (Biii) each such new Subsidiary (other than an Immaterial Subsidiary) of which the Borrower owns 70% or more of the Equity Interests enters into the Subsidiaries Guaranty and executes and delivers to the Collateral Agent a counterpart of the Pledge Agreement and the Security Agreement, (Civ) each such new Subsidiary (other than an Immaterial Subsidiary) of which the Borrower owns 70% or more of the Equity Interests enters into such Mortgages as the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 and (v) each such new Subsidiary (other than an Immaterial Subsidiary) of which the Borrower owns 70% or more of the Equity Interests executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date, provided, however, that upon such date as a Subsidiary has assets in excess of those allowed by the definition of Immaterial Subsidiary, then such Subsidiary, and the owners of all of the capital securities thereof, shall on such date comply immediately with the terms of this Section 9.15. Notwithstanding anything set forth above, only 65% of the Equity Interests of first-tier Foreign Subsidiaries will be created, established and acquired required to be pledged in accordance with this Section 9.15 or any other provision of the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Agreement.

Limitation on Creation of Subsidiaries. Holdings will not, and will not permit any of its Restricted Subsidiaries to, establishEstablish, create or acquire after any additional Subsidiaries without the Initial Borrowing Date any Subsidiaryprior written consent of the Required Lenders; provided, provided that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the U.S. Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower and may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly-Wholly Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries without such consent so long as (ia) all 100% of the Equity Interests Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary are (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the terms creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and conditions of shall become a Guarantor hereunder and execute a Joinder Agreement and the Pledge Agreement, other Loan Documents all in accordance with Section 5.11(b) above and (iic) such new Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge Agreement, (iii) such new is a Domestic Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require pursuant to Section 9.12 and (iv) such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Subsidiary.

Limitation on Creation of Subsidiaries. Holdings will not, and will not permit any of its Restricted Subsidiaries to, establishEstablish, create or acquire after any additional Subsidiaries without the Initial Borrowing Date any Subsidiaryprior written consent of the Required Lenders; provided, provided that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the U.S. Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower and may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly-Wholly Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries without such consent so long as (ia) all 100% of the Equity Interests Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary are (or, in the case of Foreign Subsidiaries 121 if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the terms creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and conditions of shall become a Guarantor hereunder and execute a Joinder Agreement and the Pledge Agreement, other Loan Documents all in accordance with Section 5.11(b) above and (iic) such new Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge Agreement, (iii) such new is a Domestic Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require pursuant to Section 9.12 and (iv) such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Subsidiary.

Limitation on Creation of Subsidiaries. Holdings will not, and will not permit any of its Restricted Subsidiaries to, establishEstablish, create or acquire after any additional Subsidiaries other than Immaterial Subsidiaries without the Initial Borrowing Date any Subsidiary, prior written consent of the Required Lenders; provided that each Borrower may (Aa) the U.S. establish or create one or more Wholly-Owned Subsidiaries of such Borrower and or one of its Wholly-Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries without such consent so long as (i) all 100% (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on such Borrower (determined at the reasonable discretion of the Administrative Agent), 66%) of the Equity Interests Interest of any new Subsidiary is, within 10 days after the creation or establishment of any such new Subsidiary are Subsidiary, pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement (other than non-Wholly-Owned Subsidiaries acquired in connection with a Permitted Acquisition or funded pursuant to the terms and conditions of the Pledge Agreement, Investments pursuant to Section 6.04(h)); (ii) within 10 days after the creation or establishment of any such new Wholly-Owned Subsidiary, such Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers becomes a party to the Collateral Agent counterparts of the U.S. applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the Pledge Agreement, other Loan Documents all in accordance with Section 5.11(b) above and (iii) such new Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require pursuant to Section 9.12 is a Domestic Subsidiary and (ivb) such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date establish, create or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its acquire one or more non-Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign connection with Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Investments.

Limitation on Creation of Subsidiaries. Holdings (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Restricted Subsidiary or Unrestricted Subsidiary, ; provided that (A) Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the U.S. requirements of Section 10.13(b), (B) the Borrower and any of its Wholly-Owned Domestic Restricted Subsidiaries that areshall be permitted to establish or create, or are to becomeacquire Equity Interests in, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries an Unrestricted Subsidiary, so long as (i) all at least 5 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 Equity Interests of such new Unrestricted Subsidiary held by any Credit Party are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent pursuant as, and to the terms and conditions of the Pledge Agreementextent required by, (ii) such new Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge Agreement, (iii) all Investments by the Borrower and its Restricted Subsidiaries in such new Unrestricted Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require are permitted pursuant to Section 9.12 10.05 and (iv) such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) requirements of the type described in definition of Unrestricted Subsidiary and Section 6 as (x) such new Subsidiary would 9.18 have had to deliver if it were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agentbeen satisfied, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions Restricted Subsidiaries, so long as, in each case, (i) at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described acceptable to the Administrative Agent in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (Aany given case), (Bii) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties of such new Restricted Subsidiary are promptly pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent as, and to the extent required by, the Pledge Agreement, (iii) each such new Wholly-Owned Domestic Restricted Subsidiary (other than any Immaterial Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Security Agreement and the Pledge Agreement and (iv) each such new Wholly-Owned Domestic Restricted Subsidiary (other than any Immaterial Subsidiary), to the extent requested by the terms thereof and Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.129.11.

Limitation on Creation of Subsidiaries. (a) Except as -------------------------------------- otherwise specifically provided in following clause (b), Holdings will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; provided that, provided that (Ai) the U.S. Borrower and its -------- Wholly-Owned Domestic Subsidiaries that areSubsidiaries, and prior to the REIT Conversion Date, Wholly-Owned Non-Borrower Subsidiaries, shall be permitted to establish or are create, and to becomethe extent permitted by this Agreement, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries so long as (i) all of the Equity Interests capital stock or other equity interests of such new Subsidiary are that is owned by any Credit Party is pledged pursuant to, and to the Collateral Agent pursuant to the terms and conditions of extent required by, the Pledge Agreementand Security Agreement (and so long as any actions required to be taken by the Pledge and Security Agreement in connection therewith are in fact taken), (ii) such new Subsidiary enters into Subsidiary, if required by Section 8.18, executes a counterpart of the U.S. Subsidiaries Guaranty and executes the Pledge and delivers to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge Agreement, (iii) such new Subsidiary enters into such Additional Security Documents as Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders may require Banks, takes all actions required pursuant to Section 9.12 8.18. In addition, each new Wholly-Owned Subsidiary shall execute and (iv) such new Subsidiary executes deliver, or cause to be executed and delivers delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 4 as (x) such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory Effective Date. Without prejudice to the Collateral Agentpreceding provisions of this Section 9.17(a), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries Collateral Agent may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with require that the requirements capital stock of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned a new Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit PartyForeign 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 extent required by jurisdiction in which the terms thereof and Section 9.12new Subsidiary is incorporated.

Limitation on Creation of Subsidiaries. Holdings Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, to establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary, provided that (A) the U.S. Borrower and its Wholly- -------- Owned Subsidiaries shall be permitted to (i) establish or create one or more Wholly-Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries so long as (ix) all of the Equity Interests capital stock of such new Wholly- Owned Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are pledged delivered to the Collateral Agent for the benefit of the Secured Creditors, (y) such new Wholly-Owned Subsidiary (other than a Wholly-Owned Foreign Subsidiary, except to the extent otherwise required pursuant to the terms and conditions Section 8.13) executes a counterpart of the 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 new acquisition will constitute a Subsidiary enters into of the U.S. Subsidiaries Guaranty Borrower in connection with the acquisition of a Hotel Property so long as (x) the capital stock of such Subsidiary that is owned by any Credit Party is pledged pursuant to, and executes to the extent required by, the Pledge Agreement and delivers the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent counterparts for the benefit of the U.S. Security 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 Pledge Security Agreement, and (iiiz) such new Subsidiary enters into such Additional Security Documents as Subsidiary, to the Administrative Agent extent requested by the Agents or the Required Lenders may require Banks, takes all actions required pursuant to Section 9.12 8.12. In addition, each such Subsidiary shall execute and (iv) such new Subsidiary executes deliver, or cause to be executed and delivers delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 5 as (x) such new Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Effective Date.

Limitation on Creation of Subsidiaries. Holdings will not, and will not permit any of its Restricted Subsidiaries to, establishEstablish, create or acquire after any additional Subsidiaries without the Initial Borrowing Date any Subsidiary, prior written consent of the Required Lenders; provided that (Aa) the U.S. Borrower and may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly-Wholly Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries (other than SPE License Subs) without consent so long as (i) all 100% of the Equity Interests of any new Wholly Owned Subsidiary (or, in the case of Foreign Subsidiaries, 65%) are upon the creation or establishment of any such new Wholly Owned Subsidiary are pledged and delivered to the Collateral Agent pursuant for the benefit of the Secured Parties under the Security Agreement and (ii) upon the creation or establishment of any such new Wholly Owned Subsidiary (other than a Foreign Subsidiary), such Subsidiary becomes a party to the terms applicable Security Documents and conditions shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (b) Borrower may establish or create one or more SPE License Subs of Borrower or one of its Wholly Owned Subsidiaries without consent so long as, (i) to the extent permitted by applicable Requirements of Law and required by the Administrative Agent in its discretion, 100% of the Pledge Equity Interests of any new SPE License Sub owned by Borrower or one or more of its Subsidiaries are, within 10 Business Days after the formation thereof (as such time may be extended by the Administrative Agent in its discretion) to the extent permitted by applicable Requirements of Law and required by the Administrative Agent in its commercially reasonable discretion, pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement, (ii) within 10 Business Days after the formation thereof (as such new Subsidiary enters into time may be extended by the U.S. Subsidiaries Guaranty and executes and delivers Administrative Agent in its discretion), such SPE License Sub becomes a party to the Collateral Agent counterparts of the U.S. applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the Pledge Agreementother Loan Documents all in accordance with, and to the extent required by, Section 5.11(b) above, (iii) each such new Subsidiary enters into such Additional Security Documents as SPE License Sub shall be formed solely for the Administrative Agent purpose of holding one or the Required Lenders may require pursuant more licenses to Section 9.12 sell alcoholic beverages, and (iv) no such new Subsidiary executes SPE License Sub shall have any employees, conduct any activities other than holding any such license to sell alcoholic beverages and delivers all activities incidental thereto or incur any Indebtedness or other relevant documentation (including opinions material liabilities of counsel) of the type described in Section 6 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12kind.

Limitation on Creation of Subsidiaries. Holdings The Borrower will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Restatement Effective Date any Subsidiary, provided that (Ax) the U.S. Borrower and its Wholly-Owned Domestic Subsidiaries that areshall be permitted to establish, or are create and, to becomethe extent permitted by this Agreement, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, create and acquire Non-Wholly Owned Subsidiaries to the extent permitted by Section 10.05(xiv) or as a result of a Permitted Acquisition, in each case so long as (i) all 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) if prior to the Security Release Date, the capital stock or other Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the Collateral Agent pursuant to the terms and conditions of the Pledge Agreementextent required by, (ii) such new Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers to the Collateral Agent counterparts of the U.S. Security this Agreement and the Pledge AgreementAgreement 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, and (iii) if prior to the Guaranty Release Date, each such new Domestic Subsidiary enters into (and, to the extent required by Section 9.16, each such Additional Security Documents new Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Intercompany Subordination Agreement; provided, however, until such time as the Administrative Agent Pulitzer and its Domestic Subsidiaries become Qualified Wholly-Owned Domestic Subsidiaries, any such Person that is not a Qualified Wholly-Owned Domestic Subsidiary may not acquire any new Subsidiaries pursuant to a Permitted Acquisition or the Required Lenders may require an Investment made pursuant to Section 9.12 and (iv) such 10.05(xiv). In addition, each new Subsidiary executes that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 as (x) such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Restatement Effective Date.

Limitation on Creation of Subsidiaries. Holdings Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, to establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary, provided that (A) the U.S. Borrower and its Wholly-Owned Domestic Subsidiaries that are, shall be permitted to (i) establish or are to become, U.S. Subsidiary Guarantors may create and/or acquire one or more Wholly-Owned Domestic Subsidiaries so long as within a reasonable time from such establishment or creation (ix) all of the Equity Interests equity interests of such new Wholly-Owned Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such equity interests, together with endorsements for the transfer thereof duly executed in blank, are pledged delivered to the Collateral Agent pursuant to for the terms and conditions benefit of the Pledge AgreementSecured Creditors, (iiy) such new Wholly-Owned Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers (other than a Wholly-Owned Foreign Subsidiary, except to the Collateral Agent counterparts extent otherwise required pursuant to Section 8.12) executes a counterpart of the U.S. Security Subsidiaries Guaranty, the Pledge Agreement and the Pledge Security Agreement, and (iiiz) such new Subsidiary enters into such Additional Security Documents as Wholly-Owned Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders may require Lenders, takes all actions required pursuant to Section 9.12 8.11 and (ivii) acquire a Person which immediately upon such acquisition will constitute a Subsidiary of the Borrower in connection with the acquisition of a Hotel Property so long as within a reasonable time from such acquisition (x) the equity interests of such Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such equity interests, together with endorsements for the transfer thereof duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (y) such new Subsidiary (including any such Subsidiary which is a Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and delivers the Security Agreement, and (z) such Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.11. In addition, each such Subsidiary 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 6 5 as (x) such new Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Effective Date.

Limitation on Creation of Subsidiaries. Holdings will not, and JCC Holding will not permit any of its Restricted Subsidiaries to, establish, create or acquire after any Subsidiaries (other than the Initial Borrowing Date Borrower, JCC Development, CPD, FPD and any SubsidiarySubsidiary of the Borrower, provided JCC Development, CPD and/or FPD formed in accordance with the following requirements of this Section 9.15) without the prior written consent of the Required Banks and no Subsidiary of JCC Holding will establish, create, or acquire any Subsidiaries (except that (Ai) the U.S. Borrower and its may form one or more Wholly-Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries so long as (i) all of operate certain ancillary and support functions in connection with the Equity Interests of such new Subsidiary are pledged to the Collateral Agent pursuant to the terms and conditions of the Pledge AgreementCasino, (ii) such new Subsidiary enters into JCC Development may form one or more Subsidiaries in connection with the U.S. Subsidiaries Guaranty development and executes and delivers leasing of the Real Property subject to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge AgreementSecond Floor Sublease, (iii) CPD may form one or more Subsidiaries in connection with the 3CP parcel of the Specified Real Estate (listed as Item 1 on Schedule VII) and (iv) FPD may form one or more Subsidiaries in connection with its development of the Xxxxxx Street Properties (listed as Item 2 on Schedule VII)) without the prior written consent of the Required Banks. Furthermore, unless specifically consented to in writing by the Required Banks, no Subsidiary of JCC Holding shall directly or indirectly guarantee any Indebtedness of JCC Holding or any of its other Subsidiaries (including, without limitation, the New Bonds). At the time of the establishment or creation of any Wholly-Owned Subsidiary of JCC Holding (whether directly or indirectly owned by JCC Holding) pursuant to this Section 9.15, such new newly formed or created Wholly-Owned Subsidiary enters into such Additional of JCC Holding shall be required to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiaries Guaranty, and to become party to the Pledge Agreement and Security Documents as Agreement by executing and delivering counterparts thereof, and if requested by the Administrative Agent or the Required Lenders Banks, by entering into such other security documentation, and covering such assets of such Wholly-Owned Subsidiary, as may require pursuant to Section 9.12 be required by the Administrative Agent or the Required Banks, and (iv) in connection therewith shall deliver such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 counsel and take such other action as (x) such new Subsidiary would have been required of such Wholly-Owned Subsidiary had to deliver if it were been a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by Date. Furthermore, in connection with any consent to the Administrative Agentcreation of a Subsidiary which is not otherwise permitted pursuant to this Section 9.15, (B) it is understood that the Canadian Borrower and its Required Banks may require that any such Subsidiary take the actions specified in the immediately preceding sentence for Wholly-Owned Subsidiaries that are, of JCC Holding established or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and created after the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Effective Date.

Limitation on Creation of Subsidiaries. Holdings will Notwithstanding anything to the contrary contained in this Agreement, the Company shall not, and will shall not permit any of its Restricted Subsidiaries to, establish, create or acquire after any new Subsidiary except (i) any such Subsidiary acquired or formed in connection with a Permitted Transaction as permitted by this Agreement or (ii) unless (w) at least 10 Business Days prior written notice thereof is given to the Initial Borrowing Date any SubsidiaryAdministrative Agent and the Banks, provided that (Ax) the U.S. Borrower such new Subsidiary is (i) a Domestic Subsidiary and its is a Wholly-Owned Subsidiary of the Company or another Domestic Subsidiaries Subsidiary that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire is a Wholly-Owned Subsidiary or (ii) a Foreign Subsidiary and is a Wholly-Owned Subsidiary of another Wholly-Owned Subsidiary, (y) each such new Domestic Subsidiary shall, concurrently with the creation or acquisition thereof, become a party to the Subsidiaries so long as Guaranty, the Subsidiaries Pledge Agreement and the Subsidiaries Security Agreement by executing an amendment thereto and (iz) in the case of each new Domestic Subsidiary, the Company and/or each Domestic Subsidiary directly owning all or any portion of the Equity Interests capital stock of such new Domestic Subsidiary are pledged shall deliver to the Collateral Agent pursuant to under the terms and conditions Pledge Agreement certificates representing 100% of the Pledge Agreementcapital stock of such new Domestic Subsidiary together in each case, (ii) with stock powers duly executed in blank. In addition, such new Subsidiary enters into the U.S. Subsidiaries Guaranty shall execute and executes deliver or cause to be executed and delivers to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge Agreementdelivered, (iii) such new Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require pursuant to Section 9.12 and (iv) such new Subsidiary executes and delivers all other relevant documentation (including including, without limitation, such legal opinions of counselas shall have been reasonably requested by the Administrative Agent) of the type described in Section Sections 5 and 6 as (x) such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party Subsidiary on the Initial Borrowing Date or (y) as reasonably requested Restatement Effective Date. All actions required by this Section 9.15 shall be taken to the reasonable satisfaction of the Administrative Agent, (B) Agent and shall be at the Canadian Borrower sole cost and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws expense of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12Company.

Limitation on Creation of Subsidiaries. Holdings The U.S. Borrower will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that (A) the U.S. Borrower and its Wholly-Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may create and/or acquire Wholly-Owned Domestic Subsidiaries so long as (i) all of the Equity Interests of such new Subsidiary are pledged to the Collateral Agent pursuant to the terms and conditions of the Pledge Agreement, (ii) such new Subsidiary enters into the U.S. Subsidiaries Guaranty and executes and delivers to the Collateral Agent counterparts of the U.S. Security Agreement and the Pledge Agreement, (iii) such new Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require pursuant to Section 9.12 8.12 and (iv) such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 6 5 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a counterpart of (or joinder agreement for) the Canadian Subsidiaries Guarantee Guaranty and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security a hypothec in form and substance reasonably satisfactory to the Collateral Agent), and (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), ) and (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b8.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.128.12.