Common use of Creation of Subsidiaries Clause in Contracts

Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiaries.

Creation of Subsidiaries. Subject Incorporate, create or acquire any Subsidiary other than Subsidiaries in existence as of the date hereof, unless, on or before 5 days after the incorporation, creation or acquisition of such Subsidiary, such Subsidiary executes and delivers to the provisions of Section 7.12Lender an Accession Agreement to the Guaranty, Pledge Agreement (if applicable) and Security Agreement, executed by the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries such Subsidiary in favor of the Borrower may create new Wholly Owned SubsidiariesAgent, provided that concurrently for the benefit of the Lenders, together with (the following all in form and in any event within ten (10) Business Days after) substance satisfactory to the creation thereofAgent: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto incorporation of such Subsidiary, Subsidiary certified as of a recent date by the Secretary of State of the State of formation of such Subsidiary; (b) A certificate of good standing or certificate of similar meaning with respect to such Subsidiary issued as of a recent date by the Secretary of State of the State of formation of such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Subsidiary is so qualified; (c) A certificate of incumbency signed by the Secretary or Assistant Secretary (or comparable Governmental Authorityother individual performing similar functions) of its jurisdiction such Subsidiary with respect to each of organization, and that the same has not been amended since the date officers of such certification, (ii) that attached thereto Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a true and complete copy party; (d) Copies certified by the Secretary or Assistant Secretary of such Subsidiary (or other individual performing similar functions) of the bylaws, operating agreement by-laws of such Subsidiary; (e) Certified copies (certified by the respective Secretary or similar governing document Assistant Secretary of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or other individual performing similar governing bodyfunctions) of all corporate or other necessary action taken by such Subsidiary, authorizing Subsidiary to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party; (f) Favorable Uniform Commercial Code, tax, judgment and lien search reports with respect to such Subsidiary in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no prior liens on any of the Collateral other than Permitted Liens; (g) all certificates, if any, representing all of the issued and outstanding capital stock and other equity interest of such Subsidiary, together with stock powers duly endorsed in blank relating to all such certificates; (h) Uniform Commercial Code financing statements naming such Subsidiary as debtor, the Agent as secured party, and covering the Collateral to be filed in each jurisdiction where the filing of such financing statements may be necessary or appropriate as determined by the Agent; (i) an opinion of Suthxxxxxx Xxxxxx & Xrenxxx XXX, special counsel to Borrower, addressed to the Agent and the Lenders, and regarding, among other things, the authority of such Subsidiary to execute, deliver and perform the Loan Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer enforceability of such Subsidiary executing Loan Documents and the perfection of security interests in the Collateral granted pursuant to such Credit Loan Documents, and attaching all such copies other matters as the Agent or its counsel may request; (j) a certificate executed by the chief executive officer and chief financial officer of the Borrower, stating that: (a) on such date, and after giving effect to the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing and (b) the representations and warranties set forth in Article 5 are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date; (k) Copies of each of the policies of insurance covering any of the tangible insurable Collateral of such Subsidiary, together with loss payable clauses in favor of the Agent, which comply with the terms of the relevant Loan Documents; (l) Copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by such Subsidiary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (m) such other documents described aboveand instruments as the Agent may reasonably request; provided, however, that the provisions of this Section 5.10 foregoing shall not be required with respect apply to foreign any Subsidiary formed solely for the purpose of acquiring the assets or stock of a Person until such acquisition is consummated, so long as such Subsidiary holds only nominal assets prior to the consummation of such acquisition. Further, and notwithstanding the foregoing, Subsidiaries shall not own, after the date hereof, Total Assets of the Borrower and its Subsidiaries, determined on a consolidated basis ("Consolidated Total Assets") in excess of that percentage of Consolidated Total Assets owned by Subsidiaries on the date hereof.

Creation of Subsidiaries. Subject None of the Credit Parties shall create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Party, (b) prior to the provisions formation of Section 7.12such Subsidiary, the Borrower may from time to time create new Wholly Owned Subsidiaries shall notify the Administrative Agent and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned SubsidiariesLenders thereof in writing, provided that concurrently with and (and in any event c) within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary formation of such Subsidiary, the Credit Parties shall, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Agent, on a perfected, first-priority basis, all of the Capital Stock of such Subsidiary (limited, in the case of any foreign Subsidiary that is a "controlled foreign corporation" under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each such Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement in form and substance reasonably satisfactory to the BankAdministrative Agent, certifying (i) that attached thereto is which such pledge agreement shall be a true Pledge Agreement and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certificationSecurity Document hereunder, (ii) that attached thereto is a true and complete copy cause any such Subsidiary to guaranty all of the bylawsObligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, operating agreement or similar governing document of which such Subsidiary, as then in effect guaranty shall be a Guaranty and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificatea Security Document hereunder, (iii) that attached thereto is a true and complete copy of resolutions adopted by cause any such Subsidiary to take all steps as may be necessary or advisable in the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a second priority, perfected security interest (subject only to the concurrent pledge in favor of the Senior Credit Facility Agent) in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents to which it is a partyhereunder, and (iv) as deliver to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching Administrative Agent all such copies evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign SubsidiariesAdministrative Agent may request.

Creation of Subsidiaries. Subject (A) Create any Subsidiary unless (i) ------------------------ such Subsidiary is wholly owned by the Borrower and/or another wholly owned Subsidiary of the Borrower and organized under the laws of one of the ten provinces of Canada and (ii) concurrently with the creation thereof, (a) such Subsidiary executes and delivers to the provisions Administrative Agent a valid and enforceable Canadian Subsidiary Guarantee as Guarantor under and as defined therein, (b) such Subsidiary executes and delivers to the Administrative Agent a valid and enforceable Canadian Subsidiary Demand Debenture, a Canadian Subsidiary Demand Debenture Pledge Agreement and a Canadian Subsidiary Collateral Covenant Agreement, (c) the Borrower and/or such other Subsidiary of Section 7.12the Borrower that owns any Capital Stock of such Subsidiary executes and delivers to the Administrative Agent a valid and enforceable Subsidiary Stock Pledge Agreement and delivers to the Administrative Agent all certificates or instruments evidencing such Capital Stock owned by it, along with evidence of any 107 transfer approval required by the directors or shareholders of such Subsidiary to enable such Capital Stock to be registered in the name of the Administrative Agent, (d) all actions necessary to perfect the liens created by each Security Document to which such Subsidiary is or becomes a party have been duly completed and (e) the Administrative Agent receives a favorable opinion of counsel (reasonably satisfactory to the Administrative Agent) to such Subsidiary as to the due organization and valid existence of such Subsidiary, the due authorization, execution and delivery by, and enforceability against, such Subsidiary of each Loan Document to which it is or becomes a party and such other customary matters (including the perfection of the liens contemplated by the Security Documents to which such Subsidiary is a party) as the Administrative Agent and its counsel may reasonably request; provided, however, -------- ------- that the Borrower may acquire a Subsidiary without complying with the foregoing requirements of this subsection 9.4 so long as the following conditions are satisfied: (x) the assets of such Subsidiary have a book-value equal to or less than $20,000,000, (y) at the time of the acquisition of such Subsidiary the Borrower intends to transfer all of the assets of such Subsidiary to the Borrower or another Subsidiary that has complied with the foregoing requirements of this subsection 9.4, and (z) such transfer is completed within sixty days of the acquisition of such Subsidiary. (B) Notwithstanding the foregoing, with respect to any Person that is or becomes a Foreign Subsidiary and that has material assets, such Foreign Subsidiary shall be permitted hereunder so long as promptly upon the request of the Administrative Agent, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiariesshall, provided that concurrently with or shall cause such Foreign Subsidiary to: (and in any event within ten (10i) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank Administrative Agent a pledge agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so 108 pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreementimmediately preceding, pursuant to which such new Subsidiary opinions shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, be in form and substance substance, and from counsel, reasonably satisfactory to the BankAdministrative Agent. In addition, certifying (i) that attached thereto is a true and complete copy neither the Borrower nor any Foreign Subsidiary shall, at any time, without the express written permission of the articles or certificate Administrative Agent and the Majority Lenders, pledge the Capital Stock of incorporation, certificate of formation or any Foreign Subsidiary to any other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by Person (other than to the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy Administrative Agent on behalf of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign SubsidiariesLenders).

Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiaries.

Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiariesadditional subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) without the creation thereofprior written consent of Lender, only if the following conditions are met: (a) Each each such new Subsidiary will execute and deliver subsidiary is engaged in a business directly related to the Bank Borrower's business, and (i) each such subsidiary guaranties the obligations of Lender hereunder and under the Acquisition Note by the execution of a Guaranty Agreement in form and substance satisfactory to Lender and in a form similar to the Guaranty executed by Guarantors, or (ii) Borrower pledges to the Lender all of the stock of such subsidiary; and (c) each such subsidiary delivers to the Lender: (i) a joinder copy of its charter or certificate of incorporation, certified by the appropriate official in its jurisdiction of organization, in form and substance satisfactory to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit DocumentsLender, and a copy of its bylaws, and all amendments thereto, together with a certificate of its Secretary stating that such copy is complete and correct; (ii) a joinder certificate of the appropriate governmental officials stating that such subsidiary exists, is in good standing with respect to the Security Agreement, pursuant payment of franchise and similar taxes and is duly qualified to transact business in the state; (iii) a certificate of the secretary of the subsidiary as to the incumbency and signature of all officers of such subsidiary authorized to execute or attest to the Loan Documents to which such new Subsidiary shall become subsidiary is a party thereto and shall grant to party, together with evidence of the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and incumbency of each such secretary or other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; andofficer; (biv) The Borrower will deliver with respect to such subsidiary (A) copies of the Bank resolution authorizing, approving and ratifying the Loan Documents to which such subsidiary is a party, duly adopted by the board of directors of such subsidiary, together with (B) a certificate of the secretary or an assistant secretary other appropriate officer of such Subsidiarysubsidiary stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of the board of directors of such subsidiary and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the date hereof; and (v) all other documents, instruments, agreements, opinions, certificates, insurance policies, consents and evidences of other legal matters, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true Lender and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiarycounsel, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign SubsidiariesLender reasonably may request.

Creation of Subsidiaries. Subject to The Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the provisions of Section 7.12Original Closing Date any Subsidiary; provided, the however, that, US Borrower may from time to time create new Wholly and its Wholly- Owned Subsidiaries and the Wholly shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries of the Borrower may create new Wholly or any non-Wholly-Owned SubsidiariesSubsidiary in connection with any Investment permitted by subsections 8.4(e) or (f) so long as, provided that concurrently with (and in respect to any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to in which US Borrower or any Subsidiary has made Investments of the Bank Dollar Equivalent of U.S. $1.0 million or more, (i) a joinder at least 30 days' prior written notice thereof is given to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certificationAdministrative Agent, (ii) that attached thereto is a true and complete copy all of the bylaws, operating agreement or similar governing document capital stock of such Subsidiarynew Subsidiary held by US Borrower or any Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, as then together with stock powers duly executed in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as blank are delivered to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described aboveAdministrative Agent; provided, however, that (subject to Section 7.18) not more than 65% of the provisions capital stock of this Foreign Subsidiaries which are not CH Foreign Subsidiaries need be pledged and no capital stock of any such Foreign Subsidiary which is not a "first tier" Subsidiary of US Borrower or any Domestic Subsidiary need be pledged by US Borrower or any Domestic Subsidiary or Foreign Subsidiary that is not a CH Foreign Subsidiary, (iii) any such new Subsidiary which is a Domestic Subsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and, subject to Section 5.10 7.14, each other Security Document executed and delivered by the Domestic Subsidiaries on the Original Closing Date and each such new CH Foreign Subsidiary shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Original Closing Date (subject to applicable limitations under foreign law); provided, however, that any Subsidiary which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so, and (iv) to the extent requested by the Administrative Agent or the Required Lenders, such Subsidiary takes all actions required pursuant to Section 7.14 and Section 7.15. In addition, each new Subsidiary which is a Domestic Subsidiary or a CH Foreign Subsidiary, as the case may be, shall execute and deliver or cause to be required with respect executed and delivered all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to foreign Subsidiariesdeliver if such new Subsidiary were a Domestic Subsidiary or CH Foreign Subsidiary, as the case may be, on the Original Closing Date.

Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiariesadditional subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) without the creation thereofprior written consent of Lender, only if the following conditions are met: (a) Each each such new Subsidiary will execute and deliver subsidiary is engaged in a business directly related to the Bank Borrower's business, and (i) each such subsidiary guaranties the obligations of Lender hereunder and under the Notes by the execution of a Guaranty Agreement in the same form as executed by Guarantors, joins with the other Guarantors in the Security Agreement, and delivers to Borrower a promissory note in the form of the promissory notes delivered by the other Guarantors and pledged to the Lender under the Pledge Agreement, and Borrower enters into an amendment to the Pledge Agreement whereby it pledges such promissory note to the Lender; or (ii) Borrower pledges to the Lender all of the stock of such subsidiary and such subsidiary becomes an Other Subsidiary under this Agreement; and (c) each such subsidiary delivers to the Lender: (i) a joinder copy of its charter or certificate of incorporation, certified by the appropriate official in its jurisdiction of organization, in form and substance satisfactory to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit DocumentsLender, and a copy of its bylaws, and all amendments thereto, together with a certificate of its Secretary stating that such copy is complete and correct; (ii) a joinder certificate of the appropriate governmental officials stating that such subsidiary exists, is in good standing with respect to the Security Agreement, pursuant payment of franchise and similar taxes and is duly qualified to transact business in the state; (iii) a certificate of the secretary of the subsidiary as to the incumbency and signature of all officers of such subsidiary authorized to execute or attest to the Loan Documents to which such new Subsidiary shall become subsidiary is a party thereto and shall grant to party, together with evidence of the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and incumbency of each such secretary or other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; andofficer; (biv) The Borrower will deliver with respect to such subsidiary (A) copies of the Bank resolution authorizing, approving and ratifying the Loan Documents to which such subsidiary is a party, duly adopted by the board of directors of such subsidiary, together with (B) a certificate of the secretary or an assistant secretary other appropriate officer of such Subsidiarysubsidiary stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of the board of directors of such subsidiary and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the date hereof; and (v) all other documents, instruments, agreements, opinions, certificates, insurance policies, consents and evidences of other legal matters, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true Lender and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiarycounsel, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign SubsidiariesLender reasonably may request.

Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof: : (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiaries.30

Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiariesadditional subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) without the creation thereofprior written consent of Lender, only if the following conditions are met: (a) Each each such new Subsidiary will execute and deliver subsidiary is engaged in a business directly related to the Bank Borrower's business, and (i) each such subsidiary guaranties the obligations of Lender hereunder and under the Notes by the execution of a joinder to Guaranty Agreement in the Guarantysame form as executed by Guarantors, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and joins with the other Credit Documents, and (ii) a joinder to Guarantors in the Security Agreement, pursuant and delivers to which such new Subsidiary shall become Borrower a party thereto promissory note in the form of the promissory notes delivered by the other Guarantors and shall grant pledged to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations Lender under the GuarantyPledge Agreement, subject only and Borrower enters into an amendment to Permitted Liensthe Pledge Agreement whereby it pledges such promissory note to the Lender; or (ii) Borrower pledges to the Lender all of the stock of such subsidiary and such subsidiary becomes an Other Subsidiary under this Agreement; and (bc) The Borrower will deliver each such subsidiary delivers to the Bank Lender: (1) a copy of its charter or certificate of incorporation, certified by the appropriate official in its jurisdiction of organization, in form and substance satisfactory to the Lender, and a copy of its bylaws, and all amendments thereto, together with a certificate of its Secretary stating that such copy is complete and correct; (2) a certificate of the appropriate governmental officials stating that such subsidiary exists, is in good standing with respect to the payment of franchise and similar taxes and is duly qualified to transact business in the state; (3) a certificate of the secretary of the subsidiary as to the incumbency and signature of all officers of such subsidiary authorized to execute or attest to the Loan Documents to which such subsidiary is a party, together with evidence of the incumbency of each such secretary or other officer; (4) with respect to such subsidiary (A) copies of the resolution authorizing, approving and ratifying the Loan Documents to which such subsidiary is a party, duly adopted by the board of directors of such subsidiary, together with (B) a certificate of the secretary or an assistant secretary other appropriate officer of such Subsidiarysubsidiary stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of the board of directors of such subsidiary and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the date hereof; and (5) all other documents, instruments, agreements, opinions, certificates, insurance policies, consents and evidences of other legal matters, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true Lender and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiarycounsel, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign SubsidiariesLender reasonably may request.

Creation of Subsidiaries. Subject to The Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the provisions of Section 7.12Closing Date any Subsidiary; provided, the however, that, US Borrower may from time to time create new Wholly and its Wholly-Owned Subsidiaries and the Wholly shall be permitted to establish or create Wholly-Owned Subsidiaries of the Borrower may create new Wholly or any non-Wholly-Owned Subsidiaries, provided that concurrently Subsidiary in connection with (and in any event within ten (10Investment permitted by subsection 8.4(e) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank so long as (i) a joinder at least 30 days' prior written notice thereof is given to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certificationAdministrative Agent, (ii) that attached thereto is a true and complete copy all of the bylaws, operating agreement or similar governing document capital stock of such Subsidiarynew Subsidiary held by US Borrower or any Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, as then together with stock powers duly executed in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as blank are delivered to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described aboveAdministrative Agent; provided, however, that (subject to Section 7.18) not more than 65% of the provisions capital stock of this Foreign Subsidiaries need be pledged, (iii) any such new Subsidiary which is a Domestic Subsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and each other Security Document executed and delivered by the Domestic Subsidiaries on the Closing Date and each such new CH Foreign Subsidiary shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Closing Date (subject to applicable limitations under foreign law); provided, however, that any Subsidiary which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 5.10 7.14 and Section 7.15. In addition, each new Subsidiary which is a Domestic Subsidiary or a CH Foreign Subsidiary, as the case may be, shall not execute and deliver or cause to be required with respect executed and delivered all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to foreign Subsidiariesdeliver if such new Subsidiary were a Domestic Subsidiary or CH Foreign Subsidiary, as the case may be, on the Closing Date.

Creation of Subsidiaries. Subject to Neither the provisions of Section 7.12, Parent or the Borrower may from time shall, or shall permit any of its Subsidiaries to, create or permit to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in exist any event within ten (10) Business Days after) the creation thereof: Subsidiary unless (a) Each one hundred percent (100%) of the Capital Stock or other equity interests of such new Subsidiary will execute are owned by a Guarantor or the Borrower, (b) prior to the formation of such Subsidiary, the Parent and the Borrower shall notify the Administrative Agent and the Lenders thereof in writing and deliver to the Bank Administrative Agent an updated Schedule 6.18, (c) contemporaneously with the formation of any Domestic Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, (i) a joinder take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the GuarantyAdministrative Agent, for the benefit of the Lenders and the Administrative Agent, on a perfected, first-priority basis, all of the Capital Stock or other equity interests of such Domestic Subsidiary pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, pledge agreement in form and substance reasonably satisfactory to the BankAdministrative Agent, certifying (i) that attached thereto is which such pledge agreement shall be a true Pledge Agreement and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certificationSecurity Document hereunder, (ii) that attached thereto is a true and complete copy cause any such Domestic Subsidiary to guaranty all of the bylawsObligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, operating agreement or similar governing document of which such Subsidiary, as then in effect guaranty shall be a Guaranty and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificatea Security Document hereunder, (iii) that attached thereto is a true and complete copy of resolutions adopted by cause any such Subsidiary to take all steps as may be necessary or advisable in the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance opinion of the Credit Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents to which it is a partyhereunder, and (iv) as deliver to the incumbency Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and genuineness other documentation as the Administrative Agent may request, and (d) contemporaneously with the formation of any Foreign Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, take all steps as may be necessary or advisable in the opinion of the signature Administrative Agent to pledge to the Administrative Agent, for the benefit of each officer the Lenders and the Administrative Agent, sixty-five percent (65%) of the Capital Stock or other equity interests of such Foreign Subsidiary executing pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such Credit Documents, pledge agreement shall be a Pledge Agreement and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiariesa Security Document hereunder.

Creation of Subsidiaries. Subject to The Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the provisions of Section 7.12Closing Date any Subsidiary; provided, the however, that, US Borrower may from time to time create new Wholly and its Wholly-Owned Subsidiaries and the Wholly shall be permitted to establish or create Wholly-Owned Subsidiaries of the Borrower may create new Wholly or any non-Wholly-Owned Subsidiaries, provided that concurrently Subsidiary in connection with (and in any event within ten (10Investment permitted by subsection 8.4(e) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank so long as (i) a joinder at least 30 days' prior written notice thereof is given to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certificationAdministrative Agent, (ii) that attached thereto is a true and complete copy all of the bylaws, operating agreement or similar governing document capital stock of such Subsidiarynew Subsidiary held by US Borrower or any Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, as then together with stock powers duly executed in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as blank are delivered to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described aboveAdministrative Agent; provided, however, that (subject to Section 7.18) not more than 65% of the provisions capital stock of this Foreign Subsidiaries which are not CH Foreign Subsidiaries need be pledged, (iii) any such new Subsidiary which is a Domestic Subsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and each other Security Document executed and delivered by the Domestic Subsidiaries on the Closing Date and each such new CH Foreign Subsidiary shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Closing Date (subject to applicable limitations under foreign law); provided, however, that any Subsidiary which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 5.10 7.14 and Section 7.15. In addition, each new Subsidiary which is a Domestic Subsidiary or a CH Foreign Subsidiary, as the case may be, shall not execute and deliver or cause to be required with respect executed and delivered all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to foreign Subsidiariesdeliver if such new Subsidiary were a Domestic Subsidiary or CH Foreign Subsidiary, as the case may be, on the Closing Date.

Creation of Subsidiaries. Subject to The Borrowers shall not, and shall not cause or permit any Subsidiary to, establish, create or acquire after the provisions of Section 7.12Original Closing Date any Subsidiary; provided, the however, that, US Borrower may from time to time create new Wholly and its Wholly-Owned Subsidiaries and the Wholly shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries of the Borrower may create new Wholly or any non-Wholly-Owned SubsidiariesSubsidiary in connection with any Investment permitted by subsections 8.4(e) or (f) so long as, provided that concurrently with (and in respect to any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to (other than Safeline, Inc.) in which US Borrower or any Subsidiary has made Investments of the Bank Dollar Equivalent of U.S. $1.0 million or more, (i) a joinder at least 30 days' prior written notice thereof is given to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certificationAdministrative Agent, (ii) that attached thereto is a true and complete copy all of the bylaws, operating agreement or similar governing document capital stock of such Subsidiarynew Subsidiary held by US Borrower or any Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, as then together with stock powers duly executed in effect blank are delivered to the Administrative Agent; provided, however, (x) that subject to Section 7.18, not more than 65% of the capital stock of Foreign Subsidiaries which are not CH Foreign Subsidiaries need be pledged and as in effect at all times no capital stock of any such Foreign Subsidiary which is not a "first tier" Subsidiary of US Borrower or any Domestic Subsidiary need be pledged by US Borrower or any Domestic Subsidiary or Foreign Subsidiary that is not a CH Foreign Subsidiary and (y) the provisions of this subsection 8.22(ii) shall not apply from and after the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificateInvestment Grade Date, (iii) that attached thereto any such new Subsidiary which is a true Domestic Subsidiary shall have executed and complete copy of resolutions adopted delivered a Domestic Subsidiary Guarantee and, subject to Section 7.14, each other Security Document executed and delivered by the board of directors Domestic Subsidiaries on the Original Closing Date and each such new CH Foreign Subsidiary shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Original Closing Date (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents subject to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described aboveapplicable limitations under foreign law); provided, however, that (x) any Subsidiary which is prohibited by applicable local law from entering into a Subsidiary Guarantee need not do so and (y) the provisions requirements of this Section 5.10 shall not be required with respect to foreign Subsidiaries.subsection 8.22

Creation of Subsidiaries. Subject to Neither the provisions of Section 7.12, Parent nor the Borrower may from time shall, or shall permit any of their Subsidiaries to, create or permit to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in exist any event within ten (10) Business Days after) the creation thereof: Subsidiary unless (a) Each one hundred percent (100%) of the Capital Stock or other equity interests of such new Subsidiary will execute are owned by the Guarantors or the Borrower, (b) prior to the formation of such Subsidiary, the Parent and the Borrower shall notify the Administrative Agent and the Lenders thereof in writing and deliver to the Bank Administrative Agent an updated SCHEDULE 6.18, (c) contemporaneously with the formation of any Domestic Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, (i) a joinder take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, on a perfected, second-priority basis, all of the Capital Stock or other equity interests of such Domestic Subsidiary pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Domestic Subsidiary to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority, perfected security interest in the Fixed Asset Collateral owned by such Subsidiary and a second priority security interest in and to all other Collateral (subject to the Liens of the Revolving Credit Agent under the Revolving Credit Agreement and related documents) owned by such Subsidiary, as collateral security for such Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documentssecurity documents, and (ii) a joinder to the Security Agreementmortgages, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles pledges and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, documents in form and substance reasonably satisfactory to the BankAdministrative Agent, certifying (i) that attached thereto is each of which documents shall be a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a partySecurity Document hereunder, and (iv) as deliver to the incumbency Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and genuineness other documentation as the Administrative Agent may request, and (d) contemporaneously with the formation of any Foreign Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, take all steps as may be necessary or advisable in the opinion of the signature Administrative Agent to pledge to the Administrative Agent, for the benefit of each officer the Lenders and the Administrative Agent (subject to the Liens of the Revolving Credit Agent under the Revolving Credit Agreement), sixty-five percent (65%) of the Capital Stock or other equity interests of such Foreign Subsidiary executing pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such Credit Documents, pledge agreement shall be a Pledge Agreement and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiariesa Security Document hereunder.

Creation of Subsidiaries. Subject Incorporate, create or acquire any Subsidiary other than Subsidiaries in existence as of the date hereof, unless, on or before 5 days after the incorporation, creation or acquisition of such Subsidiary, such Subsidiary executes and delivers to the provisions of Section 7.12Lender an Accession Agreement to the Guaranty, Pledge Agreement (if applicable) and Security Agreement, executed by the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries such Subsidiary in favor of the Borrower may create new Wholly Owned SubsidiariesLender, provided that concurrently together with (the following all in form and in any event within ten (10) Business Days after) substance satisfactory to the creation thereofLender: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto incorporation of such Subsidiary, Subsidiary certified as of a recent date by the Secretary of State of the State of formation of such Subsidiary; (b) A certificate of good standing or certificate of similar meaning with respect to such Subsidiary issued as of a recent date by the Secretary of State of the State of formation of such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Subsidiary is so qualified; (c) A certificate of incumbency signed by the Secretary or Assistant Secretary (or comparable Governmental Authorityother individual performing similar functions) of its jurisdiction such Subsidiary with respect to each of organization, and that the same has not been amended since the date officers of such certification, (ii) that attached thereto Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a true and complete copy party; (d) Copies certified by the Secretary or Assistant Secretary of such Subsidiary (or other individual performing similar functions) of the bylaws, operating agreement by-laws of such Subsidiary; (e) Certified copies (certified by the respective Secretary or similar governing document Assistant Secretary of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or other individual performing similar governing bodyfunctions) of all corporate or other necessary action taken by such Subsidiary, authorizing Subsidiary to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party; (f) Favorable Uniform Commercial Code, tax, judgment and lien search reports with respect to such Subsidiary in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no prior liens on any of the Collateral other than Permitted Liens; (g) all certificates, if any, representing all of the issued and outstanding capital stock and other equity interest of such Subsidiary, together with stock powers duly endorsed in blank relating to all such certificates; (h) Uniform Commercial Code financing statements naming such Subsidiary as debtor, the Lender as secured party, and covering the Collateral to be filed in each jurisdiction where the filing of such financing statements may be necessary or appropriate as determined by the Lender; (i) an opinion of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special counsel to Borrower, addressed to the Lender, and regarding, among other things, the authority of such Subsidiary to execute, deliver and perform the Loan Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer enforceability of such Subsidiary executing Loan Documents and the perfection of security interests in the Collateral granted pursuant to such Credit Loan Documents, and attaching all such copies other matters as the Lender or its counsel may request; (j) a certificate executed by the chief executive officer and chief financial officer of the Borrower, stating that: (a) on such date, and after giving effect to the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing and (b) the representations and warranties set forth in Article 5 are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date; (k) Copies of each of the policies of insurance covering any of the tangible insurable Collateral of such Subsidiary, together with loss payable clauses in favor of the Lender, which comply with the terms of the relevant Loan Documents; (l) Copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by such Subsidiary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (m) such other documents described aboveand instruments as the Lender may reasonably request; provided, however, that the provisions of this Section 5.10 foregoing shall not be required with respect apply to foreign any Subsidiary formed solely for the purpose of acquiring the assets or stock of a Person until such acquisition is consummated, so long as such Subsidiary holds only nominal assets prior to the consummation of such acquisition. Further, and notwithstanding the foregoing, Subsidiaries shall not own, after the date hereof, Total Assets of the Borrower and its Subsidiaries, determined on a consolidated basis ("Consolidated Total Assets") in excess of that percentage of Consolidated Total Assets owned by Subsidiaries on the date hereof.

Creation of Subsidiaries. Subject The Borrower shall not create or acquire any Subsidiary other than (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of the Borrower, so long as all of the capital stock of any direct Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Other Credit Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower may create and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Other Credit Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Other Credit Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Wholly Owned SubsidiariesSubsidiary that is required to execute any Credit Document shall execute and deliver, provided that concurrently with (or cause to be executed and delivered, all other relevant documentation of the type described in any event within ten (10) Business Days after) the creation thereof: (a) Each Section 4 as such new Subsidiary will execute and would have had to deliver to the Bank (i) a joinder to the Guaranty, pursuant to which if such new Subsidiary shall become were a Subsidiary Guarantor thereunder and shall guarantee Credit Party on the payment in full Initial Borrowing Date. For purposes of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiaries.this

Creation of Subsidiaries. Subject to Neither the provisions of Section 7.12, Parent nor the Borrower may from time shall, or shall permit any of their `Subsidiaries to, create or permit to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in exist any event within ten (10) Business Days after) the creation thereof: Subsidiary unless (a) Each one hundred percent (100%) of the Capital Stock or other equity interests of such new Subsidiary will execute are owned by a Guarantor or the Borrower, (b) prior to the formation of such Subsidiary, the Parent and the Borrower shall notify the Administrative Agent and the Lenders thereof in writing and deliver to the Bank Administrative Agent an updated SCHEDULE 6.18, (c) contemporaneously with the formation of any Domestic Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, (i) a joinder take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, on a perfected, first-priority basis, all of the Capital Stock or other equity interests of such Domestic Subsidiary pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Domestic Subsidiary to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject to the Lien of the Term Loan Agent on Fixed Asset Collateral), perfected security interest in substantially all of its assets as collateral security for such Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documentssecurity documents, and (ii) a joinder to the Security Agreementmortgages, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles pledges and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, documents in form and substance reasonably satisfactory to the BankAdministrative Agent, certifying (i) that attached thereto is each of which documents shall be a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a partySecurity Document hereunder, and (iv) as deliver to the incumbency Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and genuineness other documentation as the Administrative Agent may request, and (d) contemporaneously with the formation of any Foreign Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, take all steps as may be necessary or advisable in the opinion of the signature Administrative Agent to pledge to the Administrative Agent, for the benefit of each officer the Lenders and the Administrative Agent, sixty-five percent (65%) of the Capital Stock or other equity interests of such Foreign Subsidiary executing pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such Credit Documents, pledge agreement shall be a Pledge Agreement and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiariesa Security Document hereunder.

Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower or HB Service may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of each of the Borrower and HB Service may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty or HB Service Guaranty, as applicable, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement or HB Service Security Agreement, as applicable, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower or HB Service, as applicable, will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiaries; provided further that the Borrower or HB Service shall obtain the consent of Bank prior to the creation of a foreign Subsidiary.

Creation of Subsidiaries. Subject to Concurrently with the provisions creation of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) after the creation thereof), cause the following actions to be taken: (a) Each Subject to Section 5.11(d) below, each such new Subsidiary will shall execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens, and (iii) if requested by the Bank, mortgages with respect to any owned or leased interests of such new Subsidiary in real property; (b) The Parent (or, subject to Section 5.11(d) below, the appropriate Subsidiary of the Parent) will execute and deliver to the Bank an amendment or supplement to the Pledge Agreement pursuant to which all of the Capital Stock of such new Subsidiary owned by the such Person shall be pledged to the Bank, together with the certificates evidencing such Capital Stock and undated stock powers duly executed in blank; and (bc) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided. (d) Notwithstanding anything to the contrary herein, however, that no Foreign Subsidiary shall be a Subsidiary Guarantor and the provisions stock of this Section 5.10 a Foreign Subsidiary shall not be required pledged except with respect to foreign Subsidiariesthe stock of a First Tier Foreign Subsidiary for which no more than 65% of its voting stock can be pledged.

Creation of Subsidiaries. Subject The Borrower shall not create or acquire any Subsidiary other than (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of the Borrower, so long as all of the capital stock of any direct Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Pledge Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower may create and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Wholly Owned SubsidiariesSubsidiary that is required to execute any Credit Document shall execute and deliver, provided that concurrently with (or cause to be executed and delivered, all other relevant documentation of the type described in any event within ten (10) Business Days after) the creation thereof: (a) Each Section 4 as such new Subsidiary will execute and would have had to deliver to the Bank (i) a joinder to the Guaranty, pursuant to which if such new Subsidiary shall become were a Subsidiary Guarantor thereunder and shall guarantee Credit Party on the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions Initial Borrowing Date. For purposes of this Section 5.10 7.16, the Borrower shall not be required with respect deemed to foreign Subsidiarieshave created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.

Creation of Subsidiaries. Subject The Borrower shall not create or acquire any Subsidiary other than (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of the Borrower, so long as all of the capital stock of any direct Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Pledge Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower may create and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Pledge Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Security Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Wholly Owned SubsidiariesSubsidiary that is required to execute any Credit Document shall execute and deliver, provided that concurrently with (or cause to be executed and delivered, all other relevant documentation of the type described in any event within ten (10) Business Days after) the creation thereof: (a) Each Section 4 as such new Subsidiary will execute and would have had to deliver to the Bank (i) a joinder to the Guaranty, pursuant to which if such new Subsidiary shall become were a Subsidiary Guarantor thereunder and shall guarantee Credit Party on the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions Initial Borrowing Date. For purposes of this Section 5.10 7.16, the Borrower shall not be required with respect deemed to foreign Subsidiarieshave created or acquired an Initially Excluded Subsidiary if and at the time that such Initially Excluded Subsidiary has or acquires assets having a book value of $250,000 or more.

Creation of Subsidiaries. Subject Incorporate, create or acquire any Subsidiary other than Subsidiaries in existence as of the date hereof, unless, on or before 5 days after the incorporation, creation or acquisition of such Subsidiary, such Subsidiary executes and delivers to the provisions of Section 7.12Lender an Accession Agreement to the Guaranty, Pledge Agreement (if applicable) and Security Agreement, executed by the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries such Subsidiary in favor of the Borrower may create new Wholly Owned SubsidiariesLender, provided that concurrently together with (the following all in form and in any event within ten (10) Business Days after) substance satisfactory to the creation thereofLender: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto incorporation of such Subsidiary, Subsidiary certified as of a recent date by the Secretary of State of the State of formation of such Subsidiary; (b) A certificate of good standing or certificate of similar meaning with respect to such Subsidiary issued as of a recent date by the Secretary of State of the State of formation of such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Subsidiary is so qualified; (c) A certificate of incumbency signed by the Secretary or Assistant Secretary (or comparable Governmental Authorityother individual performing similar functions) of its jurisdiction such Subsidiary with respect to each of organization, and that the same has not been amended since the date officers of such certification, (ii) that attached thereto Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a true and complete copy party; (d) Copies certified by the Secretary or Assistant Secretary of such Subsidiary (or other individual performing similar functions) of the bylaws, operating agreement by-laws of such Subsidiary; (e) Certified copies (certified by the respective Secretary or similar governing document Assistant Secretary of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or other individual performing similar governing bodyfunctions) of all corporate or other necessary action taken by such Subsidiary, authorizing Subsidiary to authorize the execution, delivery and performance of the Credit Loan Documents to which it is a party; (f) Favorable Uniform Commercial Code, tax, judgment and lien search reports with respect to such Subsidiary in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no prior liens on any of the Collateral other than Permitted Liens; (g) all certificates, if any, representing all of the issued and outstanding capital stock and other equity interest of such Subsidiary, together with stock powers duly endorsed in blank relating to all such certificates; (h) Uniform Commercial Code financing statements naming such Subsidiary as debtor, the Lender as secured party, and covering the Collateral to be filed in each jurisdiction where the filing of such financing statements may be necessary or appropriate as determined by the Lender; (i) an opinion of Suthxxxxxx Xxxxxx & Xrenxxx XXX, special counsel to Borrower, addressed to the Lender, and regarding, among other things, the authority of such Subsidiary to execute, deliver and perform the Loan Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer enforceability of such Subsidiary executing Loan Documents and the perfection of security interests in the Collateral granted pursuant to such Credit Loan Documents, and attaching all such copies other matters as the Lender or its counsel may request; (j) a certificate executed by the chief executive officer and chief financial officer of the Borrower, stating that: (a) on such date, and after giving effect to the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing and (b) the representations and warranties set forth in Article 5 are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date; (k) Copies of each of the policies of insurance covering any of the tangible insurable Collateral of such Subsidiary, together with loss payable clauses in favor of the Lender, which comply with the terms of the relevant Loan Documents; (l) Copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by such Subsidiary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (m) such other documents described aboveand instruments as the Lender may reasonably request; provided, however, that the provisions of this Section 5.10 foregoing shall not be required with respect apply to foreign any Subsidiary formed solely for the purpose of acquiring the assets or stock of a Person until such acquisition is consummated, so long as such Subsidiary holds only nominal assets prior to the consummation of such acquisition. Further, and notwithstanding the foregoing, Subsidiaries shall not own, after the date hereof, Total Assets of the Borrower and its Subsidiaries, determined on a consolidated basis ("Consolidated Total Assets") in excess of that percentage of Consolidated Total Assets owned by Subsidiaries on the date hereof.

Creation of Subsidiaries. Subject None of the Credit Parties shall create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Party, (b) prior to the provisions formation of Section 7.12such Subsidiary, the Borrower may from time to time create new Wholly Owned Subsidiaries shall notify the Administrative Agent and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned SubsidiariesLenders thereof in writing, provided that concurrently with and (and in any event c) within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary formation of such Subsidiary, the Credit Parties shall, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Agent, on a perfected, first-priority basis, all of the Capital Stock of such Subsidiary (limited, in the case of any foreign Subsidiary that is a controlled foreign corporation under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each such Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement in form and substance reasonably satisfactory to the BankAdministrative Agent, certifying (i) that attached thereto is which such pledge agreement shall be a true Pledge Agreement and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certificationSecurity Document hereunder, (ii) that attached thereto is a true and complete copy cause any such Subsidiary to guaranty all of the bylawsObligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, operating agreement or similar governing document of which such Subsidiary, as then in effect guaranty shall be a Guaranty and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificatea Security Document hereunder, (iii) that attached thereto is a true and complete copy of resolutions adopted by cause any such Subsidiary to take all steps as may be necessary or advisable in the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance opinion of the Credit Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents to which it is a partyhereunder, and (iv) as deliver to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching Administrative Agent all such copies evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign SubsidiariesAdministrative Agent may request.

Creation of Subsidiaries. Subject to Neither the provisions Parent nor any Borrower ------------------------ shall, nor shall they permit any of Section 7.12their respective Subsidiaries to, create any Subsidiary (other than Subsidiaries existing on the Closing Date and disclosed in (S)9.19 hereto) unless (a) one hundred percent (100%) of the capital stock or other equity interests of such Subsidiary are owned by the Parent, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiariesor such Subsidiary, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver prior to the Bank a certificate of the secretary or an assistant secretary formation of such Subsidiary, the Parent or the Borrower shall notify the Agent and the Banks thereof, and (c) contemporaneously with the formation of such Subsidiary, the Parent, the Borrower or such Subsidiary shall (i) take all steps as may be necessary or advisable in the opinion of the Agent to pledge to the Agent, for the benefit of the Banks and the Agent, on a perfected, first-priority basis all of the capital stock or other equity interest of such Subsidiary pursuant to a pledge agreement in form and substance reasonably satisfactory to the BankAgent, certifying (i) that attached thereto is which such pledge agreement shall be a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificateSecurity Document hereunder, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of cause such Subsidiary, authorizing the execution, delivery and performance Subsidiary to guaranty all of the Credit Documents Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Agent, which it is such guaranty shall be a partySecurity Document hereunder, and (iv) cause such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Agent to grant to the incumbency and genuineness Agent, for the benefit of the signature Banks and the Agent, a first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Agent, each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the which documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign SubsidiariesSecurity Documents hereunder.

Creation of Subsidiaries. Subject to the provisions of Section 7.12The Borrowers shall not, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee not cause or permit any Subsidiary to, establish, create or acquire after the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Original Closing Date any Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that, US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries or any non-Wholly-Owned Subsidiary in connection with any Investment permitted by subsections 8.4(e) or (f) so long as, with respect to any such new Subsidiary in which US Borrower or any Subsidiary has made Investments of the Dollar Equivalent of U.S. $1.0 million or more, (i) at least 30 days' prior written notice thereof is given to the Administrative Agent, (ii) all of the capital stock of such new Subsidiary held by US Borrower or any Subsidiary is pledged pursuant to a Securities Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank are delivered to the Administrative Agent; provided, however, (x) that subject to Section 7.18, not more than 65% of the capital stock of Foreign Subsidiaries which are not CH Foreign Subsidiaries need be pledged and no capital stock of any such Foreign Subsidiary which is not a "first tier" Subsidiary of US Borrower or any Domestic Subsidiary need be pledged by US Borrower or any Domestic Subsidiary or Foreign Subsidiary that is not a CH Foreign Subsidiary and (y) the provisions of this Section 5.10 subsection 8.22(ii) shall not be required with respect apply from and after the Investment Grade Date, (iii) any such new Subsidiary which is a Domestic Subsidiary shall have executed and delivered a Domestic Subsidiary Guarantee and, subject to Section 7.14, each other Security Document executed and delivered by the Domestic Subsidiaries on the Original Closing Date and each such new CH Foreign Subsidiary shall have executed a Foreign Subsidiary Guarantee and each other Security Document executed and delivered by CH Foreign Subsidiaries on the Original Closing Date (subject to applicable limitations under foreign Subsidiaries.law);