Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that Borrower and its Wholly-Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. Borrower Holdings will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that (A) the U.S. Borrower and its Wholly-Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may (x) establish, create and, to the extent permitted by this Agreement, and/or acquire Wholly-Owned Domestic Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, terms and conditions of the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to enters into the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) U.S. Subsidiaries Guaranty and executes and delivers to the Lender a counterpart Collateral Agent counterparts of the Subsidiaries Guaranty U.S. Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 9.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Effective DateInitial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a Canadian Subsidiaries Guarantee and the Canadian Security Agreement substantially in the forms attached hereto as Exhibit I-2 and Exhibit H-2, respectively, (and, if such Subsidiary is organized under the laws of the Province of Quebec, has its chief executive office or principal place of business in the province of Quebec, or has at any time tangible or intangible personal or real property in Quebec the fair market value of which exceeds $5,000,000, execute Quebec Security in form and substance reasonably satisfactory to the Collateral Agent), (C) the U.S. Borrower and its Wholly-Owned Restricted Subsidiaries may acquire Wholly-Owned Foreign Subsidiaries pursuant to Foreign Permitted Acquisitions consummated in accordance with the requirements of Section 9.15 and the definition of Permitted Acquisitions so long as each such Wholly-Owned Subsidiary that is a Canadian Subsidiary takes all actions described in preceding clause (C) applicable to acquired new Canadian Subsidiaries and (D) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A), (B) or (C) may be created, established and acquired in accordance with the requirements set forth in Section 9.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement or the Canadian Security Agreement (in the case of Equity Interests owned by a Canadian Credit Party) to the extent required by the terms thereof and Section 9.12.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security US Pledge Agreement, (ii) if required by Section 5.13, each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Subsidiary Guaranty, the US Pledge Agreement and the US Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 5.10, (B) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Section 6.05(l) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the US Pledge Agreement and (ivC) consummate the Acquisition. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 Article IV as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. Borrower (a) Parent will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Funding Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 8.16(b)), provided that Borrower the Borrowers and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.137.16, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages executes a counterpart of the Subsidiaries Guaranty, the Security Agreement, the Pledge Agreement and other Additional Security Documents as Lender may require pursuant to Section 8.12 the Intercompany Global Note, and (iv) each such new Wholly-Owned Domestic Subsidiary (and and, to the extent required by Section 8.137.16, each such new Wholly-Owned Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 7.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Funding Date. (b) In addition to Subsidiaries of the Borrowers created pursuant to preceding clause (a), the Borrowers and their Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Funding Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 8.05, provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Pledge Agreement, and (ii) each such Non-Wholly Owned Subsidiary shall take the actions specified in Section 8.16(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Subsidiary of a Borrower.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Effective Funding Date any Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security US Pledge Agreement, (ii) if required by Section 5.13, each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Subsidiary Guaranty, the US Pledge Agreement and the US Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 5.10 and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Section 6.05(l) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the US Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 Article IV as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Escrow Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Restatement Date any Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security US Pledge Agreement, (ii) if required by Section 5.13, each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Subsidiary Guaranty, the US Pledge Agreement and the US Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 5.10 and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Section 6.05(l) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the US Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 Article IV as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Restatement Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that the Borrower and its Wholly-Owned Domestic Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Domestic Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all the Equity Interests of the capital stock and other equity interests of each such new Wholly-Owned Domestic Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Pledge Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (andSubsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.137.10, each new and (B) establish, create and acquire non-Wholly-Owned Foreign Subsidiary) enters into Subsidiaries in each case to the extent permitted by Section 8.09 and the definition of Permitted Acquisition, so long as the Equity Interests of each such mortgages non-Wholly-Owned Subsidiary are pledged pursuant to, and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) the extent required by, the Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may (xother than Non-Recourse Entities and the Xxxxxx Mae Servicer Entity) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all of the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign other than an Excluded Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to other than any Non-Recourse Entity or Securitization Vehicle) executes a counterpart of the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 Intercompany Subordination Agreement and (iv) each such new Wholly-Owned Domestic Subsidiary (and other than an Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.135.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4.02 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Closing Date, in each case to the extent requested by the Administrative Agent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of Section 6.14(b). (b) In addition to Subsidiaries of the Borrower created pursuant to preceding clause (a), the Borrower and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Closing Date as a result of Permitted Acquisitions or Permitted Foreign Acquisitions (subject to the limitations contained in the definitions thereof) and Investments expressly permitted to be made pursuant to Section 6.05, provided that all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Pledge Agreement.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, establish, create or acquire after the Effective Closing Date any Restricted Subsidiary, provided that the Borrower and its Wholly-Owned Restricted Subsidiaries may (xother than Non-Recourse Entities) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishRestricted Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all of the capital stock and or other equity interests Equity Interests of such new Restricted Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are promptly delivered to the Collateral Agent, (ii) each such new Wholly-Owned Domestic Restricted Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign other than an Excluded Subsidiary) promptly executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Restricted Subsidiary (and, to other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 Intercompany Subordination Agreement and (iv) each such new Wholly-Owned Domestic Restricted Subsidiary (and other than an Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, promptly takes all actions required by pursuant to Section 8.135.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and delivers deliver, or cause to be promptly executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4.02 as such new Restricted Subsidiary would have had to deliver if it such new Restricted Subsidiary were a Credit Party on the Effective Closing Date, in each case to the extent reasonably requested by the Administrative Agent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of Section 6.14(b). (b) In addition to Restricted Subsidiaries created pursuant to preceding clause (a), the Borrower and the Restricted Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Closing Date as a result of Permitted Acquisitions (subject to the limitations contained in the definitions thereof) and Investments expressly permitted to be made pursuant to Section 6.05, provided that all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Pledge Agreement.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and the Borrower will not permit any of its the Restricted Subsidiaries to, establish, create or acquire after the Effective Closing Date any Restricted Subsidiary, provided that the Borrower and its Wholly-Owned Restricted Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Restricted Subsidiaries and (y) provided that Non-Recourse Entities shall only be permitted to establish, create and acquire non-Wholly-Owned Subsidiaries and, to the extent permitted by the definition of Permitted Acquisitionthis Agreement, acquire Wholly-Owned Restricted Subsidiaries that are Non-Recourse Entities), so long as, in each case so long as case, (i) all each such new Wholly-Owned Domestic Restricted Subsidiary (other than an Excluded Subsidiary) promptly executes a counterpart of the capital stock Collateral and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant toGuaranty Agreement, and to the extent required by, the Security Agreement, (ii) each such new Wholly-Owned Domestic Restricted Subsidiary (and, other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the Intercompany Subordination Agreement to the extent required by Section 8.13then in effect. In addition, each new Wholly-Owned Foreign Subsidiary) executes Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and delivers deliver, or cause to the Lender a counterpart of the Subsidiaries Guaranty be promptly executed and the Security Agreementdelivered, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4.02 as such new Restricted Subsidiary would have had to deliver if it such new Restricted Subsidiary were a Credit Party on the Effective Closing Date, in each case to the extent reasonably requested by the Administrative Agent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of Section 6.14(b). (b) In addition to Restricted Subsidiaries created pursuant to preceding clause (a), the Borrower and the Restricted Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Closing Date as a result of Permitted Acquisitions (subject to the limitations contained in the definitions thereof) and Investments expressly permitted to be made pursuant to Section 6.05.

Limitation on Creation of Subsidiaries. Borrower (a) Except as otherwise specifically provided in paragraph (b) below, the Parent will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that Borrower the Parent and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all subject to Clauses 25.7 (Additional Security and Further Assurances) and 25.8 (Stock Pledges in Non-U.S. Subsidiaries of the capital stock and other equity interests Borrower Which Are Not Guarantors), the Equity Interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the applicable Security AgreementDocuments and, if such Equity Interests constitute certificated stock, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Security Trustee for the benefit of the Finance Parties and (ii) each to the extent such new Wholly-Owned Domestic Subsidiary is required, in accordance with the applicable provisions of Clause 25.7 (Additional Security and Further Assurances), to become a Guarantor, (A) such new Wholly-Owned Subsidiary executes and delivers an Accession Notice and, in each case unless the Agent otherwise agrees based on advice of local counsel, the Intercreditor Deed and such other Security Documents as would have been entered into by the respective Subsidiary if same had been an Original Guarantor, and takes all action in connection therewith as would otherwise have been required to be taken if such new Wholly-Owned Subsidiary had been an Original Obligor and (B) such new Wholly-Owned Subsidiary, to the extent requested by an Agent or the Instructing Group, takes all other actions required pursuant to Claus 25.7 (Additional Security and Further Assurances) (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Security Trustee to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents). (b) In addition to Subsidiaries of the Parent created pursuant to preceding clause (a), the Parent and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Initial Borrowing Date as a result of any Permitted Acquisition (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Clause 26.5 (Advances, Investments and Loans), provided that, and other than in relation to a member of the CEAL Group to which the CEAL Exception Conditions apply, (i) each such Non-Wholly Owned Subsidiary shall not have been wholly-owned, directly or indirectly, immediately prior to the consummation of the respective Permitted Acquisition, (ii) all Equity Interests in each such Non-Wholly Owned Subsidiary shall be pledged by the Obligors which own same to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes the relevant Security Document and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary any actions required to be taken pursuant to Clause 25.7 (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and Further Assurances) in connection with the establishment, acquisition or creation of, or Investments in, the respective Subsidiaries are taken in accordance with the requirements of said Clause 25.7 (iv) each such new Wholly-Owned Domestic Subsidiary (Additional Security and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective DateFurther Assurances).

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, establish, create or acquire after the Effective Closing Date any Restricted Subsidiary, provided that the Borrower and its Wholly-Owned Restricted Subsidiaries may (xother than Non-Recourse Entities) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishRestricted Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all of the capital stock and or other equity interests Equity Interests of such new Restricted Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are promptly delivered to the Collateral Agent, (ii) each such new Wholly-Owned Domestic Restricted Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign other than an Excluded Subsidiary) promptly executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Restricted Subsidiary (and, to other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 Intercompany Subordination Agreement and (iv) each such new Wholly-Owned Domestic Restricted Subsidiary (and other than an Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, promptly takes all actions required by pursuant to Section 8.135.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and delivers deliver, or cause to be promptly executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4.01 as such new Restricted Subsidiary would have had to deliver if it such new Restricted Subsidiary were a Credit Party on the Effective Closing Date, in each case to the extent reasonably requested by the Administrative Agent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of Section 6.14(b). (b) In addition to Restricted Subsidiaries created pursuant to preceding clause (a), the Borrower and the Restricted Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Closing Date as a result of Permitted Acquisitions (subject to the limitations contained in the definitions thereof) and Investments expressly permitted to be made pursuant to Section 6.05, provided that all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Pledge Agreement.

Limitation on Creation of Subsidiaries. (a) Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that the Borrower and its -------- Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create andor, to the extent permitted by this the Agreement, acquire (x) Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (andother than a Foreign Subsidiary, except to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary8.18) executes and delivers a counterpart to the Lender a counterpart of Subsidiaries Guaranty, the Subsidiaries Guaranty Security Agreement and the Security Pledge Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (andother than a Foreign Subsidiary, except to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary8.18) executes and delivers delivers, or causes to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective DateInitial Borrowing Date and (y) non-Wholly-Owned Subsidiaries so long as the capital stock or other equity interest of each such new non- Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Unrestricted Subsidiary, except that any Wholly-Owned Subsidiary of the Borrower referenced in the following clause (z) may establish, create or acquire Unrestricted Fiber Subsidiaries solely in connection with Investments permitted by Section 9.05(xvi) from time to time, in each case so long as (w) no Default or Event of Default exists at the time of the establishment, creation or acquisition of the respective Unrestricted Fiber Subsidiary or shall exist immediately after giving effect thereto, (x) all Investments therein (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 9.05(xvi) or (xvii), (y) all equity interests in each Unrestricted Fiber Subsidiary are owned directly by a Wholly-Owned Subsidiary of the Borrower which engages in no business or activities other than the holding of ownership interests in one or more Unrestricted Fiber Subsidiaries and all equity interests therein are pledged pursuant to (and to the extent required by) the Pledge Agreement to the extent that such equity interests are owned by a Credit Party and (z) each such Unrestricted Fiber Subsidiary (to the extent that it is included in the Borrower's consolidated tax group for Federal income tax purposes) enters into, or becomes a party to, an Unrestricted Subsidiary Tax Sharing Agreement on terms and conditions reasonably satisfactory to the Administrative Agent.

Limitation on Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create andor, to the extent permitted by this the Agreement, acquire (x) Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned other than a Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned than a Foreign Subsidiary) executes and delivers delivers, or causes to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly- Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Restatement Effective DateDate and (y) non-Wholly-Owned Subsidiaries so long as the capital stock or other equity interest of each such new non-Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement.

Limitation on Creation of Subsidiaries. The Borrower will not, -------------------------------------- and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that the Borrower and -------- its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 8.12, and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Section 9.05(xiii) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. Borrower (a) Except as otherwise specifically provided in following clause (b), Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary; provided that, provided that Borrower (a) Adience and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65100% of the capital stock of such new Subsidiary that is owned by any Credit Party (or 100% of the non-voting stock and other equity interests) are 65% of the voting stock of any such Foreign Subsidiary that is owned by Adience or any Domestic Subsidiary of Adience (or 100% of such voting stock to the extent owned by a Credit Partyprovided in Section 8.12)) is pledged to the Lender pursuant to, and to the extent required by, the U.S. Pledge Agreement or other relevant Security AgreementDocument and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (ii) each such new Wholly-Owned Subsidiary (unless an Immaterial Foreign Subsidiary) executes a counterpart of the U.S. Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as is appropriate, and, in the case of any Domestic Subsidiary of Adience, the U.S. Pledge Agreement and the U.S. Security Agreement, and (andiii) such new Subsidiary, to the extent requested by the Administrative Agent or the Required Banks, takes all actions required by pursuant to Section 8.138.11. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary shall execute and delivers deliver, or cause to the Lender a counterpart of the Subsidiaries Guaranty be executed and the Security Agreementdelivered, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. Without prejudice to the preceding provisions of this Section 9.16(a), the Collateral Agent may require that the capital stock of a new Subsidiary be pledged pursuant to an agreement in a form suitable for enforcement in the jurisdiction in which the new Subsidiary in incorporated. (b) In addition to Subsidiaries created or established as permitted by preceding clause (a), after the Initial Borrowing Date, Adience may establish or acquire (x) non-Wholly-Owned Subsidiaries as a result of Permitted Acquisitions, but only if the respective non-Wholly-Owned Subsidiary is a Subsidiary of the Person being acquired pursuant to the Permitted Acquisition and the requirements of the definition of Permitted Acquisition contained herein are satisfied and (y) to the extent Investments are made pursuant to Section 9.05(xi), such investments may be made in, or to acquire interests in, joint ventures or non-Wholly-Owned Subsidiaries. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event will Holdings permit any equity interests in any of its non-Wholly-Owned Subsidiaries to be owned by Alpine or any of its Subsidiaries or Affiliates (other than Adience and its Subsidiaries).

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 9.14(b)), provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementGuaranty and Collateral Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (andexecutes a counterpart of the Guaranty and Collateral Agreement, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.138.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. (b) In addition to Subsidiaries of the Borrower created pursuant to preceding clause (a), the Borrower and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Initial Borrowing Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 9.05, provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Guaranty and Collateral Agreement, and (ii) each such Non-Wholly-Owned Subsidiary that is a Domestic Subsidiary shall take the actions specified in Section 9.14(a) to the same extent that such Non-Wholly-Owned Subsidiary would have been required to take if it were a Wholly Owned Domestic Subsidiary of the Borrower.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that (A) the Borrower and its Wholly-Owned Domestic Subsidiaries that are, or are to become, Subsidiary Guarantors may (x) establish, create and, to the extent permitted by this Agreement, and/or acquire Wholly-Owned Domestic Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, terms and conditions of the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to enters into the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) Subsidiaries Guaranty and executes and delivers to the Lender a counterpart Collateral Agent counterparts of the Subsidiaries Guaranty Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as (x) such new Subsidiary would have had to deliver if it were a Credit Party on the Effective DateInitial Borrowing Date or (y) as reasonably requested by the Administrative Agent, and (B) Subsidiaries which are not Wholly-Owned Domestic Subsidiaries may be created, established and acquired in accordance with the requirements set forth in Section 8.13(b), so long as any Equity Interests therein owned by one or more Credit Parties are pledged pursuant to the Pledge Agreement to the extent required by the terms thereof and Section 8.12.

Limitation on Creation of Subsidiaries. Borrower (a) Each Obligor will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.12(b) and other then Immaterial Subsidiaries), provided that Borrower each Obligor and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Collateral Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Security Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementAgent, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional executes any Security Documents as Lender may require pursuant to Section 8.12 required under the Collateral and Guaranty Requirements, and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.13. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if such new Subsidiary were an Obligor on the Restatement Effective Date. (b) In addition to Subsidiaries of each Parent Guarantor created pursuant to preceding clause (a), each Parent Guarantor and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Restatement Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 10.05, provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Obligor which owns same as, and to the extent, required by the Collateral and Guaranty Requirement, and (ii) each such Non-Wholly Owned Subsidiary shall take the actions specified in Section 10.12(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Credit Party on the Effective DateWholly-Owned Subsidiary of any Parent Guarantor.

Limitation on Creation of Subsidiaries. Borrower Notwithstanding anything to the contrary contained in this Agreement, Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any Subsidiary, provided PROVIDED that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create andor, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates representing such stock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender Agent a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, takes all actions required pursuant to the extent required by Section 8.138.11. In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary shall execute and deliver, or cause to be executed and delivered, to the Agent all other Additional Security Documents relevant documentation of the type described in Sections 5.03, 5.04, 5.05, 5.10, 5.11, 5.12 and 5.14 as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Restatement Effective Date.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.12(b)), provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (andexecutes a counterpart of the Subsidiaries Guaranty, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Security Agreement and other Additional Security Documents as Lender may require pursuant to Section 8.12 the Pledge Agreement and (iv) each such new Wholly-Owned Domestic Subsidiary (and Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Domestic Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. (b) In addition to Subsidiaries of the Borrower established, created or acquired pursuant to preceding clause (a), the Borrower and its Subsidiaries may establish, create or acquire, and make Investments in, Non-Wholly Owned Subsidiaries after the Initial Borrowing Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Sections 10.05(xvi) and (xvii), provided that all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Pledge Agreement.

Limitation on Creation of Subsidiaries. Borrower Holdings will not, and -------------------------------------- will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that the Borrower and its -------- Wholly-Owned Subsidiaries may and, to the extent permitted by Sections 8.14 and 9.05(xiv), Holdings and Group II, shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (yB) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Sections 9.05(xiv) and (xv) and the definition of Permitted Acquisition, in each case so long as within 10 days after each such establishment, creation and/or acquisition (i) all of the capital stock and other equity interests of each such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock is pledged and other equity interests) are (delivered to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender Administrative Agent a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 and (iv) 8.12. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. Borrower Notwithstanding anything to the contrary contained in this Agreement, the Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any Subsidiary, provided PROVIDED that Borrower the Company and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create andor, to the extent permitted by this the Agreement, acquire Wholly-Owned (x) Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of each such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.138.11, each new Wholly-Owned Foreign Subsidiary) , executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Company/Sub Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.138.11, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers delivers, or causes to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Restatement Effective DateDate and (y) non-Wholly-Owned Subsidiaries so long as the capital stock or other equity interest of each such new non-Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that (x) the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, create and acquire nonNon-Wholly-Wholly Owned Subsidiaries to the extent permitted by the definition Section 10.05(xvi) or as a result of a Permitted Acquisition, in each case so long as (i) all at least 5 days’ prior written notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) if prior to the Security Release Date, the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, and (iiiii) if prior to the Guaranty Release Date, each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.139.16, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Intercompany Subordination Agreement; provided, (iii) each however, until such new time as Pulitzer and its Domestic Subsidiaries become Qualified Wholly-Owned Domestic Subsidiaries, any such Person that is not a Qualified Wholly-Owned Domestic Subsidiary (and, may not acquire any new Subsidiaries pursuant to the extent required by a Permitted Acquisition or an Investment made pursuant to Section 8.1310.05(xvi). In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary that is required to execute any Credit Document shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Closing Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 11.16(b)), provided that a Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.1310.17, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages executes a counterpart of the Subsidiaries Guaranty, the Security Agreement, the Pledge Agreement and other Additional Security Documents as Lender may require pursuant to Section 8.12 the Intercompany Note, and (iv) each such new Wholly-Owned Domestic Subsidiary (and and, to the extent required by Section 8.1310.17, each such new Wholly-Owned Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 10.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 7 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Closing Date. (b) In addition to Subsidiaries of a Borrower created pursuant to preceding clause (a), a Borrower and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 11.05, provided that, to the extent permitted by any applicable joint venture agreement (i) all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns such capital stock or other Equity Interests as, and to the extent, required by this Agreement or the relevant Security Document, and (ii) each such Non-Wholly Owned Subsidiary shall take the actions specified in Section 11.16(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Subsidiary of a Borrower.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Restricted Subsidiary or Unrestricted Subsidiary; provided that (A) Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of Section 10.13(b), (B) the Borrower and any of its Wholly-Owned Restricted Subsidiaries shall be permitted to establish or create, or acquire Equity Interests in, an Unrestricted Subsidiary, provided that so long as (i) at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the Equity Interests of such new Unrestricted Subsidiary held by any Credit Party are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent as, and to the extent required by, the Pledge Agreement, (iii) all Investments by the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary are permitted pursuant to Section 10.05 and (iv) all requirements of the definition of Unrestricted Subsidiary and Section 9.18 have been satisfied, and (C) the Borrower and its Wholly-Owned Restricted Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishRestricted Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the capital stock and other equity interests Administrative Agent in any given case), (ii) the Equity Interests of such new Restricted Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andEquity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent as, and to the extent required by Section 8.13by, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Restricted Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign other than any Immaterial Subsidiary) enters into such mortgages executes a counterpart of the Subsidiaries Guaranty, the Security Agreement and other Additional Security Documents as Lender may require pursuant to Section 8.12 the Pledge Agreement and (iv) each such new Wholly-Owned Domestic Restricted Subsidiary (other than any Immaterial Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. (b) In addition to Restricted Subsidiaries of the Borrower created pursuant to preceding clause (a), the Borrower and its Restricted Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Restricted Subsidiaries after the Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments permitted to be made pursuant to Section 10.05, provided that all of the Equity Interests of each such Non-Wholly Owned Restricted Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent extent, required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective DatePledge Agreement.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Effective Closing Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 9.14(b)); provided that the Borrower and its Wholly-Owned Restricted Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least ten (10) days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case) and (ii) within 30 days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) following the establishment, creation or acquisition thereof (x) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementGuaranty and Collateral Agreement and the related certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (iiy) each such new Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned other than any Domestic Subsidiary of a Controlled Foreign SubsidiaryCorporation) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, Collateral Agreement and (iiiz) each such new Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary (andother than any Domestic Subsidiary of a Controlled Foreign Corporation), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.138.12. In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Restricted Subsidiary that is required to execute any Credit Document shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Restricted Subsidiary would have had to deliver if it such new Restricted Subsidiary were a Credit Party on the Effective Closing Date. (b) In addition to Subsidiaries of the Borrower created pursuant to preceding clause (a), the Borrower and its Restricted Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Closing Date as a result Permitted Acquisitions pursuant to the definition thereof and Investments expressly permitted to be made pursuant to Section 9.05, provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Guaranty and Collateral Agreement, and (ii) each such Non-Wholly-Owned Subsidiary that is a Domestic Subsidiary (other than any Domestic Subsidiary of a Controlled Foreign Corporation) shall take the actions specified in Section 9.14(a) to the same extent that such Non-Wholly-Owned Subsidiary would have been required to take if it were a Wholly Owned Domestic Subsidiary of the Borrower.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any SubsidiarySubsidiary (other than Non-Wholly-Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 9.14(b)); provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and Subsidiaries, so long as, in each case, (yi) establishat least 10 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), create and acquire non-(ii) the capital stock or other Equity Interests of such new Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementGuaranty and Collateral Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (and, becomes a party to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Guaranty and other Additional Security Documents as Lender may require pursuant to Section 8.12 Collateral Agreement and (iv) each such new Wholly-Owned Domestic Subsidiary (and Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.138.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Domestic Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Domestic Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. (b) In addition to Subsidiaries of the Borrower created pursuant to preceding clause (a), the Borrower and its Subsidiaries may acquire Non-Wholly-Owned Subsidiaries after the Initial Borrowing Date as a result of Other Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments made pursuant to Section 9.05(p); provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly-Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Guaranty and Collateral Agreement, and (ii) each such Non-Wholly-Owned Subsidiary that is a Domestic Subsidiary shall take the actions specified in Section 9.14(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Domestic Subsidiary of the Borrower.

Limitation on Creation of Subsidiaries. Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that the Borrower and its Wholly-Wholly- -------- Owned Subsidiaries may (x) shall be permitted to establish, create andor, to the extent permitted by this the Agreement, acquire (x) Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (andother than a Foreign Subsidiary, except to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary8.10) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Pledge Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (andother than a Foreign Subsidiary, except to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary8.10) executes and delivers delivers, or causes to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective DateDate and (y) non-Wholly-Owned Subsidiaries so long as the capital stock or other equity interest of each such new non-Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may (x) each Restricted Subsidiary that is a Loan Party shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishRestricted Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least five (5) days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, Section 6.11 of this Agreement and the Security Agreementrelevant Collateral Documents and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Whollywholly-Owned Domestic owned Restricted Subsidiary (andexecutes a counterpart of the Subsidiaries Guaranty, to the extent required by Section 8.13relevant Collateral Documents, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Whollywholly-Owned Domestic Subsidiary (and owned Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.136.11. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Loan Document . shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4.01 as such new Subsidiary would have had to deliver if such new Subsidiary were a Loan Party on the Closing Date. (b) In addition to the Subsidiaries of the Borrower and the Restricted Subsidiaries that are Loan Parties that are permitted to be created pursuant to the preceding clause (a) the Borrower and the Restricted Subsidiaries may establish, acquire or create, non-wholly owned Subsidiaries after the Closing Date as a result of Investments expressly permitted to be made pursuant to Section 7.02, provided that all of the capital stock or other Equity Interests of each such non-wholly owned Subsidiary shall be pledged by any Loan Party which owns same as, and to the extent, required by Section 6.11 and the relevant pledge agreement, and (ii) each such non-wholly owned Subsidiary shall take the actions specified in the preceding paragraph (a) to the same extent that such non-wholly owned Subsidiary would have been required to take if it were a Credit Loan Party on the Effective Closing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Wholly Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Section 9.05(xiv) or by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender Collateral Agent a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Mortgages and other Additional Security Documents as Lender the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ ' certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective Initial Borrowing Date; provided, however, that neither the Borrower nor any Subsidiary thereof shall be required to take any action of the type described in preceding clauses (i) through (iv) to the extent (but only to the extent) that the taking of any such action either (A) would violate any law, regulation, rule, order, approval, license or other restriction applicable to the Borrower or such Subsidiary and imposed by any governmental authority due to the regulated nature of the Borrower's or such Subsidiary's operations or (B) would reasonably be expected to cause such Wholly-Owned Subsidiary to fail to satisfy a net worth, net equity or capital requirement or similar calculation or requirement imposed on such Wholly-Owned Subsidiary by any governmental authority having jurisdiction of such Wholly-Owned Subsidiary due to the regulated nature of such Wholly-Owned Subsidiary's operations.

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.13(b)), provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long as, in each case, (i) at least five days’ prior written notice thereof is given to the Administrative Agent and the Collateral Agent (or such shorter period of time as is acceptable to the Administrative Agent and the Collateral Agent in any given case), (ii) the Capital Stock of such new Wholly-Owned Subsidiary is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Capital Stock, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary, and to the extent required by Section 9.16, each such new Wholly-Owned Foreign Subsidiary, executes a counterpart of the Subsidiaries Guaranty, the Security Agreement and the Pledge Agreement, and (yiv) each such new Wholly-Owned Domestic Subsidiary, and to the extent required by Section 9.16, each such new Wholly-Owned Foreign Subsidiary, to the extent requested by the Administrative Agent, the Collateral Agent or the Required Lenders, takes all actions required pursuant to Section 9.12. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. (b) In addition to Wholly-Owned Subsidiaries of the Borrower permitted to be created, established or acquired pursuant to Section 10.13(a), the Borrower and its Subsidiaries may establish, create and acquire non-Wholly-Owned Subsidiaries acquire, and make Investments to the extent permitted by Section 10.05 in, Non-Wholly Owned Subsidiaries after the definition Initial Borrowing Date as a result of Permitted Acquisitiontransactions permitted by this Agreement, in each case so long as provided that (i) all of the capital stock Capital Stock of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns such Capital Stock as, and other equity interests of to the extent, required by the Pledge Agreement, and (ii) each such Non-Wholly Owned Domestic Subsidiary, and to the extent required by Section 9.16, each such new Subsidiary (except in the case of a Non-Wholly Owned Foreign Subsidiary, shall take the actions specified in which case, 65% Section 10.13(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Subsidiary of the capital stock Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and other equity interestswill not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Unrestricted Subsidiary, except to the extent that (i) are such establishment, creation or acquisition constitutes an Investment permitted under Section 10.05(xviii), (ii) such Unrestricted Subsidiary meets all of the requirements of the definition thereof and (iii) the Capital Stock of such Unrestricted Subsidiary, to the extent owned by a Credit Party) , is promptly pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andCapital Stock, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective DateCollateral Agent.

Limitation on Creation of Subsidiaries. Borrower Notwithstanding anything to the contrary contained in this Agreement, Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary, provided that Borrower Holdings and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by Section 6.1 of this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests Stock of each such new Subsidiary (except in the case of if it is a Foreign Subsidiary, in which case, Domestic Subsidiary and 65% of the capital stock and other equity interests) are Stock of such Subsidiary if it is a Foreign Subsidiary (or all of the Stock of such Foreign Subsidiary to the extent owned by a Credit Partyrequired under Section 5.10) is pledged to the Lender pursuant to, and to the extent required by, the Security Agreementapplicable Pledge Agreements and the certificates (if any) representing such stock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Agent for the benefit of the Lenders, and (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each including without limitation any such new Wholly-Owned Domestic Subsidiary (andresulting from the Law.com Acquisition), to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.135.10, exxx xxxh new Foreign Subsidiary, executes a Additional Guarantor Supplement in the form of Schedule 1 to the Subsidiary Guaranty and an Additional Grantor Acknowledgment in the form of Exhibit B to the Security Agreement . In addition, each new Wholly-Owned Domestic Subsidiary, and to the extent required by Section 5.10 each such new Foreign Subsidiary) executes , shall execute and delivers deliver, or cause to be executed and delivered, if and to the extent requested by the Agent, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 2 and the Closing Checklist as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Closing Date.

Limitation on Creation of Subsidiaries. Borrower (a) Except as otherwise -------------------------------------- specifically provided in following clauses (b) and (c), Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary; provided that, provided that (i) the Borrower and its -------- Wholly-Owned Subsidiaries may (x) establishshall be permitted to establish or create, create and, and to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent that is owned by a any Credit Party) Party is, unless otherwise provided in Section 7.16(a)(B), pledged to the Lender pursuant to, and to the extent required by, the Pledge and Security AgreementAgreement (and so long as any actions required to be taken by the Pledge and Security Agreement in connection therewith are in fact taken), (ii) such new Subsidiary to the extent that same is a Look-Through Subsidiary, unless otherwise provided in Section 7.16(a)(B), executes a counterpart of the Subsidiaries Guaranty and, to the extent that such Wholly-Owned Subsidiary is a Look-Through Subsidiary of the type described in clause (i) of the definition thereof, the Pledge and Security Agreement and (iii) such new Subsidiary, to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.16. In addition, each such new Wholly-Owned Domestic Subsidiary (andshall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Date. Without prejudice to the preceding provisions of this Section 8.17(a), the Collateral Agent may require that the capital stock of a new Subsidiary (in the case of a Foreign Subsidiary, subject to limitations on the percentage of voting stock required to be pledged which are consistent with the limitations provided in the Pledge and Security Agreement as originally in effect) be pledged pursuant to an agreement in a form suitable for enforcement in the jurisdiction in which the new Subsidiary is incorporated. (b) In addition to Subsidiaries created pursuant to preceding clause (a) or the following clause (c), the Borrower and its Subsidiaries may establish or acquire one or more Subsidiaries after the Effective Date as a result of Investments expressly permitted to be made pursuant to Section 8.05; provided -------- that (x) all capital stock or other equity interests of each such Subsidiary shall, unless otherwise provided in section 7.16(a)(B), be pledged by any Credit Party which owns same to the extent required by the Pledge and Security Agreement and (y) if any such Subsidiary is, or becomes, a Wholly-Owned Subsidiary of the Borrower that is a Look-Through Subsidiary, such Subsidiary shall at such time take all actions as would otherwise be required pursuant to Section 8.17(a) in connection with the creation of a new Wholly-Owned Subsidiary. (c) Holdings and Permitted REIT Subsidiaries may establish, create or, to the extent otherwise permitted under this Agreement, acquire Permitted REIT Subsidiaries.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided PROVIDED that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiaryis, in which casesubject to Section 8.13, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) promptly following the establishment, creation or acquisition thereof each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Sections 9.05(xiii) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may (x) each Restricted Subsidiary that is a Loan Party shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishRestricted Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least five (5) days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, Section 6.11 of this Agreement and the Security Agreementrelevant Collateral Documents and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Whollywholly-Owned Domestic owned Restricted Subsidiary (and, executes a Guarantor Joinder to this Agreement and joinders to the extent required by Section 8.13applicable Collateral Documents, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Whollywholly-Owned Domestic Subsidiary (and owned Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.136.11. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Loan Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4.01 as such new Subsidiary would have had to deliver if such new Subsidiary were a Loan Party on the Closing Date. (b) In addition to the Subsidiaries of the Borrower and the Restricted Subsidiaries that are Loan Parties that are permitted to be created pursuant to the preceding clause (a) the Borrower and the Restricted Subsidiaries may establish, acquire or create, non-wholly owned Subsidiaries after the Closing Date as a result of Investments expressly permitted to be made pursuant to Section 7.02, provided that all of the capital stock or other Equity Interests of each such non-wholly owned Subsidiary shall be pledged by any Loan Party which owns same as, and to the extent, required by Section 6.11 and the relevant pledge agreement, and (ii) each such non-wholly owned Subsidiary shall take the actions specified in the preceding paragraph (a) to the same extent that such non-wholly owned Subsidiary would have been required to take if it were a Credit Loan Party on the Effective Closing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided PROVIDED that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all the Equity Interests of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) promptly following the establishment, creation or acquisition thereof each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.08, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guarantee Agreement, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.08, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 5.08(c) and (ivB) each such new establish, create and acquire non-Wholly-Owned Domestic Subsidiaries in each case to the extent permitted under Section 6.06 so long as the equity interests of each such non-Wholly-Owned Subsidiary (is pledged pursuant to, and to the extent required by, the Pledge Agreement and, if required by Section 8.135.08, becomes a Guarantor and takes all action described in preceding clause (A). In addition, each such new Wholly-Owned Foreign Subsidiary) executes Subsidiary which is required to become a Loan Party shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 Article IV as such new Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. Borrower Holding will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any andy Subsidiary, provided PROVIDED that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 8.12, and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Sections 8.15, 9.05(xii) and 9.05(xiii) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary; provided, provided that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xa) establish, create and, or acquire Subsidiaries in connection with Permitted Transactions to the extent otherwise permitted by this AgreementAgreement so long as in each such case, acquire such new Subsidiary shall take all actions to the extent required pursuant to Section 8.11; and (b) establish or create any Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted AcquisitionDomestic Subsidiary, in each such case so long as (i) all of the capital stock and other equity interests of such new Wholly-Owned Domestic Subsidiary (except in held by the case of Borrower or a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) Wholly-Owned Domestic Subsidiary is pledged to the Lender pursuant to, and to the extent required by, Section 8.11 and the Security AgreementPledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to except if such Person is the extent required by Section 8.13, each new Wholly-Owned Foreign SubsidiaryReceivables Entity) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, executes a counterpart of the Existing Tax Sharing Agreement or enters into an amendment thereto in form satisfactory to the extent required by Section 8.13Agent, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and shall take all other actions required pursuant to the extent required by Section 8.138.11. In addition, each such new Wholly-Owned Foreign Subsidiary) executes Subsidiary shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary (other than the Receivables Entity) would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) if required by Section 5.13, each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 5.10, and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Section 6.05(l) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 Article IV as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Original Effective Date.

Limitation on Creation of Subsidiaries. (a) Except as otherwise specifically provided in following clause (b), no Borrower will, nor will not, and will not any Borrowers permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary; provided that, provided that (i) any Borrower and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests Capital Stock of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent that is owned by a any Credit Party) Party is pledged to the Lender pursuant to, and to the extent required by, the Pledge Agreement (and so long as any actions required to be taken by the Pledge and Security AgreementAgreement in connection therewith are in fact taken), (ii) each such new Wholly-Owned Domestic Subsidiary Subsidiary, if required by Section 8.15, executes a counterpart of the Guaranty and the Pledge and Security Agreement and (andiii) such new Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all actions required by pursuant to Section 8.138.15. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary shall execute and delivers deliver, or cause to the Lender a counterpart of the Subsidiaries Guaranty be executed and the Security Agreementdelivered, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. Without prejudice to the preceding provisions of this Section 9.16(a), the Collateral Agent may require that the Capital Stock of a new Subsidiary (in the case of a Foreign Subsidiary, subject to limitations on the percentage of voting stock required to be pledged which are consistent with the limitations provided in the Pledge and Security Agreement as originally in effect) be pledged pursuant to an agreement in a form suitable for enforcement in the jurisdiction in which the new Subsidiary is incorporated. (b) In addition to Subsidiaries created pursuant to preceding clause (a), each Borrower may establish or acquire one or more Subsidiaries after the Initial Borrowing Date as a result of Investments expressly permitted to be made pursuant to Section 9.05; provided that (x) all Capital Stock of each such Subsidiary shall be pledged by any Credit Party which owns same to the extent required by the Pledge and Security Agreement and (y) if any such Subsidiary is, or becomes, a Wholly-Owned Subsidiary of such Borrower, such Subsidiary shall at such time take all actions as would otherwise be required pursuant to Section 9.16(a) in connection with the creation of a new Wholly-Owned Subsidiary.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any new Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, or acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of at least 15 days' prior written notice thereof (or such lesser notice as is acceptable to the Agent) is given to the Agent, (ii) the capital stock and other equity interests of such new Subsidiary is pledged pursuant to this Agreement and the Pledge Agreement and the certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (except in the case of iii) such new Subsidiary executes a Foreign Subsidiary, in which case, 65% counterpart of the capital stock Subsidiary Guaranty, the Pledge Agreement and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Agreement, and (iiiv) each such new Wholly-Owned Domestic Subsidiary (and, to the extent requested by the Agent or the Required Banks, all actions required by pursuant to Section 8.138.16 are taken; provided, however, that in the event the Agent reasonably determines, in light of all the circumstances (including, without limitation, the value to the Banks of the Foreign Subsidiary entering into the documents described in clause (iii) as compared to any adverse tax consequences that the Borrower may experience as a result thereof), not to require any Foreign Subsidiary to enter into the documentation described in clause (iii), then such Foreign Subsidiary shall not be required to do so. In addition, at the request of the Agent, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to the Lender a counterpart of the Subsidiaries Guaranty be executed and the Security Agreementdelivered, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. Borrower (a) The Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any SubsidiarySubsidiary (other than Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.12(b)), provided that Borrower the Company and its Wholly-Owned Subsidiaries may (x) that are Credit Parties shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 10 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by that is a Credit Party) Party are promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Inventory Second Lien Security AgreementAgreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementABL Loan Collateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary becomes a party to each of the Security Agreements (andother than the Membership Interest Pledge Agreement), the Intercreditor Agreement and either (x) unless such Subsidiary is to become a Borrower hereunder, the Guaranty, or (y) to the extent required by Section 8.13the Administrative Agent to become a Borrower hereunder, this Agreement and each new Wholly-Owned Foreign SubsidiaryNote, in each case by executing and delivering to the Administrative Agent a counterpart of a Joinder Agreement (together with any other joinders or supplements required by the Guaranty or applicable Security Agreement) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Domestic Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Domestic Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. (b) In addition to Subsidiaries of the Company created pursuant to preceding clause (a), the Company and its Subsidiaries that are Credit Parties may establish, acquire or create, and make Investments in, Subsidiaries after the Initial Borrowing Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 10.05; provided that (i) all of the capital stock or other Equity Interests of each such Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Inventory Second Lien Security Agreement, and (ii) each such Domestic Subsidiary shall take the actions specified in Section 10.12(a).

Limitation on Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided PROVIDED that the Borrower and its Wholly- Owned Subsidiaries shall be permitted to establish or create (x) Wholly-Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, other than a Foreign Subsidiary except to the extent required by pursuant to Section 8.13, each new Wholly-Owned Foreign Subsidiary8.11) executes and delivers to the Lender a counterpart of the Subsidiaries Sub sidiaries Guaranty and the Security Pledge Agreement, and (iii) each such new Wholly-Wholly- Owned Domestic Subsidiary (and, other than a Foreign Subsidiary except to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary8.11) executes and delivers delivers, or causes to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective DateDate and (y) non- Wholly-Owned Subsidiaries to the extent permitted by Section 9.05(xiv) so long as the capital stock or other equity interest of each such new non-Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiaryis, in which casesubject to Section 9.13, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) promptly following the establishment, creation or acquisition thereof each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.139.13, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.139.13, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 9.12 and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Section 10.05(xv) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. Borrower (a) Each Obligor will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.12(b) and other then Immaterial Subsidiaries), provided that Borrower each Obligor and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Collateral Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Security Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementAgent, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional executes any Security Documents as Lender may require pursuant to Section 8.12 required under the Collateral and Guaranty Requirements, and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.13. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party an Obligor on the Effective Date. (b) In addition to Subsidiaries of each Parent Guarantor created pursuant to preceding clause (a), each Parent Guarantor and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 10.05, provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Obligor which owns same as, and to the extent, required by the Collateral and Guaranty Requirement, and (ii) each such Non-Wholly Owned Subsidiary shall take the actions specified in Section 10.12(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Subsidiary of any Parent Guarantor.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Effective Date any SubsidiarySubsidiary (other than Non-Wholly-Owned Subsidiaries that are Restricted Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.12(b)); provided that (A) the Borrower and any of its Wholly-Owned Subsidiaries may (x) that are Restricted Subsidiaries shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishthat are Unrestricted Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all at least 10 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Unrestricted Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) held by any Credit Party are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security Pledge Agreement and the certificates, if any, representing such Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent as, and to the extent required by, the Pledge Agreement (but otherwise subject to the Intercreditor Agreement), (iiiii) each all Investments by the Borrower and its Restricted Subsidiaries in such new Wholly-Owned Domestic Unrestricted Subsidiary are permitted pursuant to Section 10.05 and (iv) all requirements of the definition of Unrestricted Subsidiary and Section 9.18 have been satisfied, and (B) the Borrower and its Restricted Subsidiaries shall be permitted to establish, create and, to the extent required permitted by Section 8.13this Agreement, each new acquire Wholly-Owned Foreign SubsidiarySubsidiaries that are Restricted Subsidiaries, so long as, in each case, (i) executes and delivers at least 10 days’ prior written notice thereof is given to the Lender a counterpart Administrative Agent (or such shorter period of time as is acceptable to the Subsidiaries Guaranty Administrative Agent in any given case), (ii) the capital stock or other Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the Security Pledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent (but otherwise subject to the Intercreditor Agreement), (iii) each such new Wholly-Owned Domestic Subsidiary (andother than and Excluded Subsidiary) becomes a party to each of the Security Agreement, the Pledge Agreement, the Intercreditor Agreement and the Subsidiaries Guaranty by executing and delivering to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 Administrative Agent a counterpart of a Joinder Agreement and (iv) each such new Wholly-Owned Domestic Subsidiary (other than and Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.12. In addition, each new Wholly-Owned Foreign Domestic Subsidiary (other than an Excluded Subsidiary) executes that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statementscounsel to the extent reasonably requested by the Administrative Agent) of the type described in Section 5 Sections 6.03, 6.04, 6.08, 6.09, 6.10, 6.11 and 6.17 as such new Wholly-Owned Domestic Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Date. (b) In addition to Subsidiaries of the Borrower permitted to be created pursuant to preceding clause (a), the Borrower and its Restricted Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly-Owned Subsidiaries that are Restricted Subsidiaries of the Borrower after the Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 10.05; provided that, to the extent not (x) prohibited by a contract with or (y) requiring the consent of, an unaffiliated third party, in each case after use of commercially reasonable efforts to obtain a waiver or consent, as applicable, from the applicable party, (i) all of the capital stock or other Equity Interests of each such Non-Wholly-Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Pledge Agreement and (ii) each such Domestic Subsidiary shall take the actions specified in Section 10.12(a) to the same extent that such actions are required to be taken by a Wholly-Owned Domestic Subsidiary.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, Subsidiary (other than Non-Wholly-Owned Subsidiaries permitted to be acquired in accordance with the requirements of Section 8.11(b); provided that Borrower Holdings and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and Subsidiaries, so long as, in each case, (yi) establishat least 10 days’ prior written notice thereof is given to Payee (or such shorter period of time as is acceptable to Payee in any given case), create and acquire non-(ii) the capital stock or other Equity Interests of such new Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the applicable Security AgreementDocuments and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes Collateral Agent and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (becomes a party to the applicable Security Documents and, to the extent requested by Payee, takes all actions required by pursuant to Section 8.137.11. In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary that is required to execute any Reimbursement Document shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Subsidiary were a Credit Endeavour Party on the Effective Date. (b) In addition to Subsidiaries of Holdings created pursuant to preceding clause (a), Holdings and its Wholly-Owned Subsidiaries may acquire Non Wholly-Owned Subsidiaries after the Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof); provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly-Owned Subsidiary shall be pledged by any Endeavour Party which owns same as, and to the extent, required by the applicable Security Documents, and (ii) each such Non-Wholly-Owned Subsidiary shall take the actions specified in Section 8.11(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Subsidiary of Holdings.

Limitation on Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender Collateral Agent a counterpart of the Subsidiaries Guaranty and Guaranty, the Pledge Agreement and, in the case of a Wholly-Owned Subsidiary that is a Granting Credit Party, the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (andto the extent that same is a Granting Credit Party, to the extent requested by the Collateral Agent or the Required Lenders, takes all actions required by pursuant to Section 8.136.12. In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and delivered, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers Administrative Agent all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Section 9.05(xiii) or by the definition of Permitted Acquisition, in each case case, so long as (i) all of the capital stock and other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, the Security terms and conditions of the Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender Administrative Agent a counterpart Joinder Agreement substantially in the form of Exhibit M in respect of the Subsidiaries Guaranty Guaranty, the Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into executes and delivers to the Administrative Agent a counterpart (or a Joinder Agreement substantially in the form of Exhibit M in respect) of such mortgages and other Additional Security Documents as Lender the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries may shall be permitted to (xA) establishestab­lish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) if required by Section 5.13, each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.10, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12 5.10, and (ivB) establish, create and acquire non-Wholly-Owned Subsidiaries in each case to the extent permitted by Section 6.05(l) and the definition of Permitted Acquisition so long as the equity interest of each such non-Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the Pledge Agreement. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 Article IV as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Date.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Funding Date any Subsidiary, Subsidiary (other than Non-Wholly-Owned Subsidiaries permitted to be acquired in accordance with the requirements of Section 8.15(b)); provided that Borrower Holdings and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and Subsidiaries, so long as, in each case, (yi) establishat least 10 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), create and acquire non-(ii) the capital stock or other Equity Interests of such new Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the applicable Security AgreementDocuments and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes Collateral Agent and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (becomes a party to the applicable Security Documents and, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.137.12. In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary that is required to execute any Credit Document shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Funding Date. (b) In addition to Subsidiaries of Holdings created pursuant to preceding clause (a), Holdings and its Wholly-Owned Subsidiaries may acquire Non-Wholly-Owned Subsidiaries after the Funding Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof); provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly-Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the applicable Security Documents, and (ii) each such Non-Wholly-Owned Subsidiary shall take the actions specified in Section 8.15(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Subsidiary of Holdings.

Limitation on Creation of Subsidiaries. (a) Except as otherwise specifically provided in following clause (b), the U.S. Borrower will not, and will not permit per- mit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary; provided that, provided that (i) the U.S. Borrower and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent that is owned by a any Credit Party) Party is pledged to the Lender pursuant to, and to the extent required by, the U.S. Pledge Agreement or other relevant Security AgreementDocument and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (ii) each such new Wholly-Owned Subsidiary, if a Domestic Subsidiary or a German Subsidiary, executes a counterpart of the U.S. Subsidiaries Guaranty or the German Subsidiaries Guaranty, as is appropriate, and (andx) in the case of any Domestic Subsidiary, the U.S. Pledge Agreement and the U.S. Security Agreement and (y) in the case of the German Subsidiary, such other security documentation as may be requested by the Administrative Agent, the Collateral Agent or the Required Lenders, and (iii) such new Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.138.11. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary shall execute and delivers deliver, or cause to the Lender a counterpart of the Subsidiaries Guaranty be executed and the Security Agreementdelivered, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. Without prejudice to the preceding provisions of this Section 9.16(a), the Collateral Agent may require that the capital stock of a new Subsidiary (in the case of a Foreign Subsidiary, subject to limitations on the percentage of voting stock required to be pledged which are consistent with the limitations provided in the Security Documents as originally in effect) be pledged pursuant to an agreement in a form suitable for enforcement in the jurisdiction in which the new Subsidiary in incorporated. (b) In addition to Subsidiaries created pursuant to preceding clause (a), the U.S. Borrower may establish or acquire one or more Subsidiaries after the Initial Borrowing Date as a result of Investments expressly permitted to be made pursuant to Section 9.05 or acquisitions expressly permitted pursuant to Section 9.02; provided that (x) all capital stock of each such Subsidiary shall be pledged by any Credit Party which owns same to the extent required by the U.S. Pledge Agreement or other relevant Security Document and (y) if any such Subsidiary is, or becomes, a Wholly-Owned Subsidiary of the U.S. Borrower, such Subsidiary shall at such time take all actions as would otherwise be required pursuant to Section 9.16(a) in connection with the creation of a new Wholly-Owned Subsidiary. (c) Notwithstanding anything to the contrary contained above, if any Subsidiary created, acquired or established as contemplated above in this Section 9.16 is a Specified Non-Material Subsidiary, such Subsidiary shall not be required to execute and deliver a Guaranty or any Security Documents, in each case except to the extent thereafter required in accordance with the provisions of Section 8.14. Furthermore, no action shall be required pursuant to the foregoing provisions of this Section 9.16 to the extent the taking of such action would violate applicable law. If, and to the extent, the immediately 128 preceding sentence is applicable, at the request of the Administrative Agent or the Required Lenders, the U.S. Borrower will, and will cause each of its Subsidiaries to, take all action as may be reasonably requested to obtain any necessary approvals or to isolate the assets which would give rise to the respective violation, or cause the respective Gaming Regulations to apply, in a special purpose Subsidiary of the U.S. Borrower, as is intended to be done with the Missouri License Subsidiary pursuant to Section 13.18.

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Domestic Subsidiaries that are, or are to become, Subsidiary Guarantors may (xa) establish, create and, to the extent permitted by this Agreement, and/or acquire Wholly-Owned Domestic Subsidiaries and (y) establishpursuant to, create and acquire non-Wholly-Owned Subsidiaries and/or to the extent permitted by the definition of effect, a Permitted Acquisition, in each case Acquisition so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, terms and conditions of the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to enters into the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) Subsidiaries Guaranty and executes and delivers to the Lender a counterpart Collateral Agent counterparts of the Subsidiaries Guaranty Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective Initial Borrowing Date, (b) create and/or acquire Wholly-Owned Foreign Subsidiaries so long as the aggregate Investment by the Borrower and its Wholly-Owned Domestic Subsidiaries in all such Wholly-Owned Foreign Subsidiaries shall not exceed $10,000,000 and (c) create and/or acquire non-Wholly-Owned Subsidiaries in accordance with Section 8.13.

Limitation on Creation of Subsidiaries. Neither Magellan nor the Borrower will, nor will not, and will not they permit any of its their respective Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that Borrower Magellan and its Wholly-Wholly Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Sections 9.05(xiv) or (xv) or by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender Collateral Agent a counterpart of the Subsidiaries Guaranty Guaranty, the Pledge Agreement and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Mortgages and other Additional Security Documents as Lender the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective Date; provided, however, that neither Magellan nor any Subsidiary thereof shall be required to take any action of the type described in preceding clauses (i) through (iv) to the extent (but only to the extent) that the taking of any such action either (A) would violate any law, regulation, rule, order, approval, license or other restriction applicable to Magellan or such Subsidiary and imposed by any governmental authority due to the regulated nature of Magellan’s or such Subsidiary’s operations or (B) would reasonably be expected to cause such Wholly-Owned Subsidiary to fail to satisfy a net worth, net equity or capital requirement or similar calculation or requirement imposed on such Wholly-Owned Subsidiary by any governmental authority having jurisdiction of such Wholly-Owned Subsidiary due to the regulated nature of such Wholly-Owned Subsidiary’s operations.

Limitation on Creation of Subsidiaries. (a) Each of Holdings and each other Borrower will not, and will not permit any of its their respective Subsidiaries to, establish, create or acquire after the Effective Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.12(b)), provided that Borrower Holdings and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, consistent with Agreed Security Principles (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement or any Security Document and the Security Agreementcertificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.139.14, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional executes any Security Documents as Lender may require pursuant to Section 8.12 required under the Collateral and Guaranty Requirements, and (iv) each such new Wholly-Owned Domestic Subsidiary (and and, to the extent required by Section 8.139.13 or 9.14, each such new Wholly-Owned Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.13 or 9.14. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Date. (b) In addition to Subsidiaries of Holdings established, created or acquired pursuant to preceding clause (a), Holdings and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 10.05, provided that (i) all of the capital stock or other Equity Interests of each such Non-Wholly Owned Subsidiary shall be pledged by any Credit Party which owns same as, and to the extent, required by the Collateral and Guaranty Requirements, and (ii) each such Non-Wholly Owned Subsidiary shall take the actions specified in Section 10.12(a) to the same extent that such Non-Wholly Owned Subsidiary would have been required to take if it were a Wholly-Owned Subsidiary of Holdings.

Limitation on Creation of Subsidiaries. Borrower Holdings will not, and will not permit any of its Subsidiaries Subsidiary to, establish, create or acquire any Subsidiary after the Effective Date any Subsidiary, provided Initial Borrowing Date; PROVIDED that the Borrower and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish and create and, to the extent otherwise permitted by this Agreementpursuant to Section 8.02, acquire (A) Wholly-Owned Subsidiaries and (y) establishDomestic Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all 100% of the capital stock and other equity interests Equity Interests of each such new Subsidiary is pledged pursuant to the Pledge Agreement and the certificates representing such Equity Interests, if any, together with endorsements for the transfer thereof duly executed in blank, are delivered to the Collateral Agent and (except ii) such new Wholly-Owned Domestic Subsidiary (x) becomes a -59- party to the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement by executing counterparts of such Credit Documents or by executing a counterpart of a Joinder Agreement in the case form of Exhibit L (each a Foreign Subsidiary"Joinder Agreement") and taking the actions specified therein and (y) executes and delivers counterparts of one or more Mortgages to the extent required under Section 7.10, in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Initial Borrowing Date, provided that to the extent such new Wholly-Owned Domestic Subsidiary is created solely for the purposes of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Wholly-Owned Domestic Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such Wholly-Owned Domestic Subsidiary shall not be required to take the actions set forth in sub-clauses (i) and (ii) of this clause (A) until the respective Permitted Acquisition is consummated (at which casetime the surviving entity of the respective merger transaction shall be required to so comply (within the 10 Business Day period referred to below)), 65(B) other Domestic Subsidiaries, which are not Wholly-Owned Subsidiaries, resulting from investments made pursuant to Section 8.06(q) and/or (r) (and so long as all investments therein by Holdings and its Subsidiaries are otherwise permitted pursuant thereto), so long as 100% of the capital stock Equity Interests of such Domestic Subsidiary held by the Credit Parties is pledged pursuant to the Pledge Agreement and other equity intereststhe certificates representing such Equity Interests, if any, together with endorsements for the transfer thereof duly executed in blank are delivered to the Collateral Agent and (C) are Foreign Subsidiaries so long as (I) to the extent such Foreign Subsidiary is owned by a Credit Party) , the Equity Interests of such Foreign Subsidiary are pledged to the Lender Collateral Agent pursuant to, and to the extent required by, the Security AgreementPledge Agreement (except that the Equity Interests of any Foreign Subsidiary created solely for the purposes of consummating a merger transaction pursuant to a Permitted Acquisition, so long as such Foreign Subsidiary at no time holds any assets or liabilities other than merger consideration contributed to it contemporaneously with the closing of such merger transaction, need not be so pledged until the date of the consummation of the respective Permitted Acquisition, at which time the Equity Interests of the surviving entity thereof shall be required to be so pledged (iiwithin the 10 Business Day period referred to below)) each and (II) all investments (and any other contribution) made by Holdings or any of its Subsidiaries in or to any such new Wholly-Owned Domestic Foreign Subsidiary are otherwise permitted under Section 8.06 and (and, D) Holdings shall be permitted to create Intermediate Holdco (in accordance with the definition thereof contained herein) so long as Intermediate Holdco complies with the requirements set forth above in clause (A)(i) and (A)(ii) (to the same extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party direct Wholly-Owned Subsidiary of the Borrower). All actions required as set forth above shall be completed within 10 Business Days after the date of the acquisition or creation of the respective Subsidiary, except that (x) all requirements set forth above with respect to Intermediate Holdco shall be required to be satisfied on such sooner date, if any, as any Equity Interests of the Effective DateBorrower are transferred to it and (y) all requirements with respect to Mortgages shall be completed within the time set forth in Section 7.10.