Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiary.

Limitation on Creation of Subsidiaries. Establish(a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that Subsidiary (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted other than Non-Loan Funded Acquisitions as Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.14(b)), provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long as, if in each case, (i) at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such new Foreign Subsidiary shorter period of time as is a first-tier Foreign Subsidiary acceptable to the Administrative Agent in any given case), (aii) 100% the capital stock or other Equity Interests of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation other Equity Interests, together with Borrower)stock or other appropriate powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (other than Designated Foreign Subsidiaries and Inactive Subsidiaries) executes a counterpart of the Secured Parties under Subsidiaries Guaranty, the Security Agreements Agreement and the Pledge Agreement, (iv) each such new Designated Foreign Subsidiary that constitutes a Wholly-Owned Domestic Subsidiary executes local law equivalents of the Security Agreement, the Pledge Agreements Agreement and the Subsidiaries Guaranty, in each case, in form and substance satisfactory to the Administrative Agent and (v) each such new Wholly-Owned Domestic Subsidiary (other than Inactive Subsidiaries), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.12. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (Bincluding opinions of counsel) Borrower may establish or create 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. If one or more Wholly Wholly-Owned Domestic Subsidiaries which constitute or constituted Inactive Subsidiaries at any time cease to qualify as same, then the foregoing provisions shall apply with respect to such Wholly-Owned Domestic Subsidiaries at such time as if they were newly-created at such time. (b) In addition to Subsidiaries of the Borrower or one of its Wholly Owned Subsidiaries without such consent so long as created pursuant to preceding clause (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged the Borrower and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements its Subsidiaries may establish, acquire or create, and Foreign Pledge Agreements (other than fund nonmake Investments in, Non-Wholly Owned Subsidiaries acquired after the Effective Date as a result of Permitted Acquisitions (subject to the limitations contained in connection with a Permitted Acquisition or pursuant the definition thereof) and Investments expressly permitted to Investments be made pursuant to Section 6.04(h)); (b) upon 10.05, provided that all of the creation capital stock or establishment other Equity Interests of any each such new Non-Wholly Owned SubsidiarySubsidiary shall be pledged by any Credit Party which owns same as, such Subsidiary becomes a party and to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and extent, required by the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryPledge Agreement.

Limitation on Creation of Subsidiaries. Establish(a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower will not, and will not permit any Subsidiary to, establish, create or acquire any additional Subsidiary; provided that the Borrower and its Subsidiaries without shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the prior written consent case of the Required Lenders; providedTelcos or Carrier Services Companies), that so long as (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (ai) 100% of the Equity Interest capital stock or other equity interests of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (if a Parent Company) or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65least 90% of the Equity Interest iscapital stock or other equity interests of such new Subsidiary (if a Telco or a Carrier Services Company) is pledged pursuant to the Pledge Agreement (provided that the stock or other equity interests of any new Telco or Carrier Services Company acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock or other equity interests, together with transfer powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or Agent, (Bii) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement, the Subsidiary Guaranty (or, in the case of Foreign Subsidiaries a new 1st-Tier Subsidiary) and the Pledge Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Initial Borrowing Date, and (iii) such new Subsidiary takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 4 if such pledge would have new Subsidiary had been a material adverse tax impact Credit Party on Borrower the Initial Borrowing Date. (determined at the reasonable judgment b) In addition to Subsidiaries of the Administrative Agent after consultation with BorrowerBorrower created pursuant to preceding clause (a), 65% of such Equity Interest is) pledged the Borrower and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements its Subsidiaries may establish, acquire or create, and Foreign Pledge Agreements (other than fund nonmake Investments in, Non-Wholly Owned Subsidiaries acquired after the Initial Borrowing Date as a result of Permitted Acquisitions (subject to the limitations contained in connection with a Permitted Acquisition or pursuant the definition thereof) and Investments expressly permitted to Investments be made pursuant to Section 6.04(h)); 7.06, provided that (bi) upon all of the creation capital stock or establishment other equity interests of any each such new Non-Wholly Owned SubsidiarySubsidiary shall be pledged by any Pledge Party which owns same as, such Subsidiary becomes a party and to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and extent, required by the other Loan Documents all in accordance with Section 5.11(b) above and Pledge Agreement, (cii) such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement and (iii) in the case of (x) a proposed Permitted Acquisition of an Acquired Person (other than a Telco or Carrier Services Company) or non-equity assets to be effected by a Qualified Subsidiary (directly or through a Subsidiary of such Qualified Subsidiary) in circumstances where the capital stock or other equity interests of the Acquired Person acquired pursuant to such Permitted Acquisition are not to be pledged under the Pledge Agreement or the assets so acquired pursuant to such Permitted Acquisition are not held by a Person which is (or will concurrently become) a Domestic Pledged Subsidiary or (y) the creation or acquisition of a Canadian Subsidiarynew Telco or Carrier Services Company pursuant to a Permitted Acquisition in circumstances where the capital stock or other equity interests of such Telco or Carrier Services Company is (or are) not to be pledged under the Pledge Agreement, the Pro Forma EBITDA Test is satisfied.

Limitation on Creation of Subsidiaries. EstablishThe Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any additional Subsidiary; provided that the Company and its Wholly-Owned Subsidiaries without the prior written consent of the Required Lenders; provided, that (A) Intermediate Holdings may shall be permitted to establish or create one or more Foreign Wholly-Owned Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as so long as, in each case, (i) at least five Business Days prior written notice thereof is given to the Agent (or, in any given case, such lesser notices may be required by the Agent), (ii) if a new Domestic Subsidiary of the Company, all of the capital stock or other equity interests of such new Domestic Subsidiary owned by a Credit Party shall be pledged pursuant to the Pledge Agreement and the certificates (if any) representing such stock or other equity interests, together with appropriate powers duly executed in blank, shall be delivered to the Collateral Agent, (iii) if a new Foreign Subsidiary of the Company, (x) such new Foreign Subsidiary is shall have been created for a first-tier Permitted Foreign Business Purpose and (y) all of the capital stock or other equity interests of such new Foreign Subsidiary owned by a Credit Party (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), except that not more than 65% of the Equity Interest isoutstanding voting stock of any Foreign Subsidiary need be so pledged, except in the circumstances contemplated by Section 8.14) shall be pledged pursuant to the Pledge Agreement and the certificates (if any) representing such stock or other equity interests, together with appropriate powers duly executed in blank, shall be delivered to the Collateral Agent for the benefit Agent, (iv) if a new Domestic Subsidiary, such new Domestic Subsidiary executes a counterpart of the Secured Parties under Subsidiary Guaranty and the Security Agreements Pledge Agreement, and (v) if a new Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without Subsidiary, such consent so long new Foreign Subsidiary as (a) 100% soon as reasonably practicable executes a counterpart of the Equity Interest of any new Subsidiary is upon Guaranty and the creation or establishment of any such new Subsidiary (orPledge Agreement, in the each case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments extent required pursuant to Section 6.04(h)); (b) upon 8.14. In addition, each new Wholly-Owned Domestic Subsidiary created or acquired after the creation Restatement Effective Date shall execute and deliver, or establishment cause to be executed and delivered, all other relevant documentation of any the type described in Section 5 as such new Wholly Wholly-Owned Subsidiary, such Domestic Subsidiary becomes a party would have had to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) deliver if such new Subsidiary is a Wholly-Owned Domestic Subsidiary or were a Canadian SubsidiarySubsidiary Guarantor on the Restatement Effective Date.

Limitation on Creation of Subsidiaries. EstablishNotwithstanding anything to the contrary contained in this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that new Subsidiary except (Ai) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation acquired or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired formed in connection with a Permitted Acquisition Transaction as permitted by this Agreement or pursuant to Investments pursuant to Section 6.04(h)); (bii) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party unless (w) at least 10 Business Days prior written notice thereof is given to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement Administrative Agent and the other Loan Documents all in accordance with Section 5.11(b) above and Banks, (cx) such new Subsidiary is (i) a Domestic Subsidiary and is a Wholly-Owned Subsidiary of the Company or another Domestic Subsidiary that is a Canadian Wholly-Owned Subsidiary or (ii) a Foreign Subsidiary and is a Wholly-Owned Subsidiary of another Wholly-Owned Subsidiary, (y) each such new Domestic Subsidiary shall, concurrently with the creation or acquisition thereof, become a party to the Subsidiaries Guaranty, the Subsidiaries Pledge Agreement and the Subsidiaries Security Agreement by executing an amendment thereto and (z) in the case of each new Domestic Subsidiary, the Company and/or each Domestic Subsidiary directly owning all or any portion of the capital stock of such new Domestic Subsidiary shall deliver to the Collateral Agent under the Pledge Agreement certificates representing 100% of the capital stock of such new Domestic Subsidiary together in each case, with stock powers duly executed in blank. In addition, such new Subsidiary shall execute and deliver or cause to be executed and delivered, all other relevant documentation (including, without limitation, such legal opinions as shall have been reasonably requested by the Administrative Agent) of the type described in Sections 5 and 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Subsidiary on the Restatement Effective Date. All actions required by this Section 9.15 shall be taken to the reasonable satisfaction of the Administrative Agent and shall be at the sole cost and expense of the Company.

Limitation on Creation of Subsidiaries. Establish, The Company will not create or acquire acquire, and will not permit any additional Subsidiaries without the prior written consent Restricted Subsidiary to create or acquire, any Subsidiary other than (1) a Restricted Subsidiary existing as of the Required LendersIssue Date that has executed a Guarantee, (2) a Restricted Subsidiary that is acquired or created after the Issue Date; providedPROVIDED, HOWEVER, that each domestic Restricted Subsidiary acquired or created pursuant to this clause (A2) Intermediate Holdings may establish shall have executed a Guarantee in the form attached hereto as Exhibit F, pursuant to which such domestic Restricted Subsidiary will become a Guarantor; PROVIDED, FURTHER, in the event the Company or create one or more Foreign any of its Restricted Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions incurs Acquired Indebtedness (assuming such incurrence is in accordance with Section 4.10) as a result of the acquisition of a Restricted Subsidiary and as long asas the terms of such Acquired Indebtedness prohibit the Guarantee of the Notes by such newly-acquired Restricted Subsidiary or such newly-acquired Restricted Subsidiary would be in breach or default of the terms of the Acquired Indebtedness as a result of such Guarantee, if such new Foreign Restricted Subsidiary is will not be required to execute a first-tier Foreign Guarantee; PROVIDED that, until such domestic Restricted Subsidiary executes and delivers a Guarantee in accordance with this Section 4.24, (a) 100% none of the Equity Interest of Company or any such Foreign other Restricted Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of Company will transfer any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements assets (other than fund nonin the ordinary course of business) to such newly-Wholly Owned acquired Restricted Subsidiary, (b) such newly-acquired Restricted Subsidiary will not transfer such Acquired Indebtedness to the Company or any other Restricted Subsidiary and (c) neither the Company nor any Restricted Subsidiary of the Company shall provide any guarantee of, or similar credit support for, or otherwise become directly or indirectly liable for any Indebtedness of such newly-acquired Restricted Subsidiary, (3) an Unrestricted Subsidiary, or (4) Restricted Subsidiaries created or acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all restructuring transactions set forth in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiarySchedule A-1.

Limitation on Creation of Subsidiaries. EstablishNotwithstanding -------------------------------------- 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 additional Subsidiary, provided that the Borrower and its Wholly- -------- Owned Subsidiaries without the prior written consent of the Required Lenders; provided, that shall be permitted to (Ai) Intermediate Holdings may establish or create one or more Foreign Wholly-Owned Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions so long as long as, if (x) the capital stock of such new Foreign Wholly- Owned Subsidiary that is a first-tier Foreign Subsidiary (a) 100% of owned by any Credit Party is pledged pursuant to, and to the Equity Interest of any extent required by, the Pledge Agreement and the certificates representing such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation stock, together with Borrower)stock powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such new Wholly-Owned Subsidiary (other than a Wholly-Owned Foreign Subsidiary, except to the extent otherwise required pursuant to Section 8.13) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (z) such new Wholly-Owned Subsidiary, to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (Bii) acquire a Person which immediately upon such acquisition will constitute a Subsidiary of the Borrower may establish or create one or more Wholly Owned Subsidiaries in connection with the acquisition of Borrower or one of its Wholly Owned Subsidiaries without such consent a Hotel Property so long as (ax) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% capital stock of such Equity Interest is) Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such Subsidiary (including any such Subsidiary which is a Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition z) such Subsidiary, to the extent requested by the Agents or pursuant to Investments the Required Banks, takes all actions required pursuant to Section 6.04(h)); (b) upon 8.12. In addition, each such Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the creation or establishment of any type described in Section 5 as such Subsidiary would have had to deliver if such new Wholly Wholly-Owned Subsidiary, such Subsidiary becomes were a party to Credit Party on the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryEffective Date.

Limitation on Creation of Subsidiaries. Establish(a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that Subsidiary (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted other than Non-Loan Funded Acquisitions as 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 shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long as, if such new Foreign Subsidiary in each case, (i) at least 10 days’ prior written notice thereof is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of given to the Administrative Agent after consultation with Borrower(or such shorter period of time as is acceptable to the Administrative Agent in any given case), 65% (ii) the capital stock or other Equity Interests of such new Wholly-Owned Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the Guaranty and Collateral Agreement and the certificates, if any, representing such stock or other Equity Interest is) pledged and Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or Agent, (Biii) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any each such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund nonWholly-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Domestic Subsidiary becomes a party to the applicable Security Documents Guaranty and shall become a Guarantor hereunder and execute a Joinder Collateral Agreement and (iv) each such new Wholly-Owned Domestic Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.12. In addition, each new Wholly-Owned Domestic Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other Loan Documents all relevant documentation (including opinions of counsel) of the type described in accordance with Section 5.11(b) above and (c) 5 as such new Wholly-Owned Domestic Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Restatement Effective 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 Restatement Effective 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 or 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 Canadian SubsidiaryWholly-Owned Domestic Subsidiary of the Borrower.

Limitation on Creation of Subsidiaries. EstablishNotwithstanding 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 additional Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries without the prior written consent of the Required Lenders; provided, that shall be permitted to (Ai) Intermediate Holdings may establish or create one or more Foreign Wholly-Owned Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions so long as long as, if within a reasonable time from such establishment or creation (x) the equity interests of such new Foreign Wholly-Owned Subsidiary that is a first-tier Foreign Subsidiary (a) 100% of owned by any Credit Party is pledged pursuant to, and to the Equity Interest of any extent required by, the Pledge Agreement and the certificates representing such Foreign Subsidiary is upon equity interests, together with endorsements for the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower)transfer thereof duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such new Wholly-Owned Subsidiary (other than a Wholly-Owned Foreign Subsidiary, except to the extent otherwise required pursuant to Section 8.12) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (z) such new Wholly-Owned Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 8.11 and (Bii) acquire a Person which immediately upon such acquisition will constitute a Subsidiary of the Borrower may establish or create one or more Wholly Owned Subsidiaries in connection with the acquisition of Borrower or one of its Wholly Owned Subsidiaries without such consent a Hotel Property so long as within a reasonable time from such acquisition (ax) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% equity interests of such Equity Interest is) Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such equity interests, together with endorsements for the transfer thereof duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such Subsidiary (including any such Subsidiary which is a Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition z) such Subsidiary, to the extent requested by the Administrative Agent or pursuant to Investments the Required Lenders, takes all actions required pursuant to Section 6.04(h)); (b) upon 8.11. In addition, each such Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the creation or establishment of any type described in Section 5 as such Subsidiary would have had to deliver if such new Wholly Wholly-Owned Subsidiary, such Subsidiary becomes were a party to Credit Party on the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryEffective Date.

Limitation on Creation of Subsidiaries. EstablishNotwithstanding 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 additional Subsidiaries without the prior written consent of the Required Lenders; providedSubsidiary, provided that (A) Intermediate Holdings may establish the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries so long as (i) the capital stock or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if other equity interests of each such new Foreign Wholly-Owned Subsidiary is a first-tier Foreign Subsidiary (a) 100% of pledged pursuant to, and to the Equity Interest of any extent required by, the Pledge Agreement and the certificates representing such Foreign Subsidiary is upon the creation stock or establishment of any such new Subsidiary (other equity interests, together with stock or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower)other powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (ii) each such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.14) executes and delivers to the Administrative Agent a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement and (iii) each such new Wholly-Owned Subsidiary (other than a Foreign Pledge Agreements or Subsidiary except to the extent otherwise required pursuant to Section 8.14) takes all actions required pursuant to Section 8.11 and (B) the Borrower may establish or create one or more Wholly and its Wholly-Owned Subsidiaries of Borrower shall be permitted to establish, create or one of its Wholly acquire non-Wholly-Owned Subsidiaries without such consent to the extent permitted by Section 9.05(xiii) so long as (a) 100% the capital stock or other equity interests of the Equity Interest of any each such new non-Wholly-Owned Subsidiary is upon pledged pursuant to, and to the creation extent required by, the Pledge Agreement and the certificates representing such stock or establishment of any such new Subsidiary (orother equity interests, together with stock or other powers duly executed in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower)blank, 65% of such Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors. In addition, each new Wholly-Owned Subsidiary which is required to become a Credit Party shall execute and deliver, or cause to be executed and delivered, to the Security Agreements Administrative Agent all other relevant documentation of the type described in Sections 5.03, 5.04, 5.05, 5.11, 5.12 and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any 5.13 as such new Wholly Wholly-Owned Subsidiary, such Subsidiary becomes a party would have had to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) deliver if such new Wholly-Owned Subsidiary is were a Domestic Subsidiary or a Canadian SubsidiaryCredit Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. Establish(a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that Subsidiary (A) Intermediate Holdings may establish or create one or more other than Foreign Subsidiaries to accomplish Permitted and Non-Loan Funded Acquisitions as Wholly Owned Domestic 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 Domestic Subsidiaries shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Domestic Subsidiaries, so long as, if in each case, (i) at least 10 Business Days’ prior written notice thereof is given to the Administrative Agent (or such new Foreign Subsidiary shorter period of time as is a first-tier Foreign Subsidiary acceptable to the Administrative Agent in any given case), (aii) 100% the capital stock or other Equity Interests of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation other Equity Interests, together with Borrower)stock or other appropriate powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary executes a counterpart of or joinder to the Subsidiaries Guaranty, the Security Agreement, the Pledge Agreement and the Intercreditor Agreement, and (iv) each such new Wholly-Owned Domestic Subsidiary, to the extent requested by the Administrative Agent for or the benefit 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 Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long type described in Section 6 as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Date. (orb) In addition to Subsidiaries of the Borrower created pursuant to preceding clause (a), in the case of Borrower and its Subsidiaries may establish, acquire or create, and make Investments in, Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund nonNon-Wholly Owned Domestic Subsidiaries acquired as a result of Permitted Acquisitions (subject to the limitations contained in connection with a Permitted Acquisition or pursuant the definition thereof) and Investments expressly permitted to Investments be made pursuant to Section 6.04(h)); 10.05, provided that (bi) upon all of the creation capital stock or establishment other Equity Interests of any each such new Foreign Subsidiary and Non-Wholly Owned SubsidiaryDomestic Subsidiary shall be pledged by any Credit Party which owns same as, such Subsidiary becomes a party and to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and extent, required by the other Loan Documents all in accordance with Section 5.11(b) above Pledge Agreement, and (cii) each such new Subsidiary is a Non-Wholly Owned Domestic Subsidiary or shall take the actions specified in Section 10.13(a) to the same extent that such Non-Wholly Owned Domestic Subsidiary would have been required to take if it were a Canadian SubsidiaryWholly-Owned Domestic Subsidiary of the Borrower.

Limitation on Creation of Subsidiaries. EstablishThe Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any additional Subsidiary, provided that (I) the Borrower and its Wholly Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, including, without limitation, in connection with the prior written consent GPS Option Agreements and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary are (to the extent owned by a Credit Party) pledged to the Collateral Agent pursuant to the terms and conditions of the Pledge Agreement, (ii) each such new Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables Entity) enters -81- into the Subsidiaries Guaranty and executes and delivers to the Collateral Agent a counterpart of the Pledge Agreement and the Security Agreement, (iii) each such new Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables Entity) enters into such Mortgages as the Administrative Agent or the Required Lenders; Lenders may require pursuant to Section 8.12 and (iv) each such new Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables Entity) executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date, provided, however, that upon such date as a Subsidiary has assets in excess of those allowed by the definition of Immaterial Subsidiary, then such Subsidiary, and the owners of all of the capital securities thereof, shall on such date comply immediately with the terms of this Section 9.15 and (AII) Intermediate Holdings the Borrower and its Wholly Owned Subsidiaries may establish or establish, create one or more Foreign and, to the extent permitted by this Agreement, acquire Subsidiaries to accomplish Permitted Nonwhich are not Wholly-Loan Funded Acquisitions Owned so long as long as, if (i) all of the capital stock and other equity interests of such new Foreign Subsidiary is are (to the extent owned by a first-tier Foreign Subsidiary (aCredit Party) 100% pledged to the Collateral Agent pursuant to the terms and conditions of the Equity Interest of any such Foreign Subsidiary is upon Pledge Agreement, (ii) the creation or establishment of any aggregate amount invested in such new Subsidiary (including by way of stock purchases, capital contribution, loans, guarantees of obligations or if otherwise) shall be permitted under Section 9.05(xiii) (and not any other subsection of Section 9.05), (iii) each such pledge would have new Subsidiary (other than an Immaterial Subsidiary) of which the Borrower owns 70% or more of the Equity Interests enters into the Subsidiaries Guaranty and executes and delivers to the Collateral Agent a material adverse tax impact on Intermediate Holdings counterpart of the Pledge Agreement and the Security Agreement, (determined at iv) each such new Subsidiary (other than an Immaterial Subsidiary) of which the reasonable judgment Borrower owns 70% or more of the Equity Interests enters into such Mortgages as the Administrative Agent after consultation or the Required Lenders may require pursuant to Section 8.12 and (v) each such new Subsidiary (other than an Immaterial Subsidiary) of which the Borrower owns 70% or more of the Equity Interests executes and delivers all other relevant documentation (including opinions of counsel) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Initial Borrowing Date, provided, however, that upon such date as a Subsidiary has assets in excess of those allowed by the definition of Immaterial Subsidiary, then such Subsidiary, and the owners of all of the capital securities thereof, shall on such date comply immediately with Borrower)the terms of this Section 9.15. Notwithstanding anything set forth above, only 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit Interests of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of first-tier Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) will be required to be pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with this Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary 9.15 or a Canadian Subsidiaryany other provision of the Credit Agreement.

Limitation on Creation of Subsidiaries. EstablishNotwithstanding -------------------------------------- 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 additional Subsidiary, provided that the Borrower and -------- its Wholly-Owned Subsidiaries without the prior written consent of the Required Lenders; provided, that shall be permitted to (Ai) Intermediate Holdings may establish or create one or more Foreign Wholly-Owned Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions so long as long as, if within a reasonable time from such establishment or creation (x) the capital stock of such new Foreign Wholly-Owned Subsidiary that is a first-tier Foreign Subsidiary (a) 100% of owned by any Credit Party is pledged pursuant to, and to the Equity Interest of any extent required by, the Pledge Agreement and the certificates representing such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation stock, together with Borrower)stock powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such new Wholly- Owned Subsidiary (other than a Wholly-Owned Foreign Subsidiary, except to the extent otherwise required pursuant to Section 8.13) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (z) such new Wholly-Owned Subsidiary, to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (Bii) acquire a Person which immediately upon such acquisition will constitute a Subsidiary of the Borrower may establish or create one or more Wholly Owned Subsidiaries in connection with the acquisition of Borrower or one of its Wholly Owned Subsidiaries without such consent a Hotel Property so long as within a reasonable time from such acquisition (ax) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% capital stock of such Equity Interest is) Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such Subsidiary (including any such Subsidiary which is a Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition z) such Subsidiary, to the extent requested by the Agents or pursuant to Investments the Required Banks, takes all actions required pursuant to Section 6.04(h)); (b) upon 8.12. In addition, each such Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the creation or establishment of any type described in Section 5 as such Subsidiary would have had to deliver if such new Wholly Wholly-Owned Subsidiary, such Subsidiary becomes were a party to Credit Party on the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryRestatement Effective Date.

Limitation on Creation of Subsidiaries. Establish(a) Except as otherwise specifically provided in immediately succeeding clause (b) and in connection with the Transaction, the Borrower will not, and will not permit any Subsidiary to, establish, create or acquire any additional Subsidiary; provided that the Borrower and its Subsidiaries without shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the prior written consent case of the Required Lenders; providedTelcos or Carrier Services Companies), that so long as (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (ai) 100% of the Equity Interest capital stock or other equity interests of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (if a Parent Company) or at least 90% of the capital stock or other equity interests of such new Subsidiary (if a Telco or a Carrier Services Company) is pledged pursuant to the Pledge Agreement (provided that the stock or other equity interests of any new Telco or Carrier Services Company acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at is prohibited by applicable law, rule or regulation and, after giving effect to the reasonable judgment of acquisition or creation thereof, the Administrative Agent after consultation Pro Forma EBITDA Test is satisfied) and the certificates representing such stock or other equity interests, together with Borrower)transfer powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or Agent, (Bii) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement, the Subsidiary Guaranty (or, in the case of Foreign Subsidiaries a new First-Tier Subsidiary) and the Pledge Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Closing Date, and (iii) such new Subsidiary takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 4 if such pledge would have new Subsidiary had been a material adverse tax impact Credit Party on Borrower the Closing Date. (determined at the reasonable judgment b) In addition to Subsidiaries of the Administrative Agent after consultation with BorrowerBorrower created pursuant to preceding clause (a), 65% of such Equity Interest is) pledged the Borrower and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements its Subsidiaries may establish, acquire or create, and Foreign Pledge Agreements (other than fund nonmake Investments in, Non-Wholly Owned Subsidiaries acquired after the Closing Date as a result of Permitted Acquisitions (subject to the limitations contained in connection with a Permitted Acquisition or pursuant the definition thereof) and Investments expressly permitted to Investments be made pursuant to Section 6.04(h))7.06; provided that (bi) upon all of the creation capital stock or establishment other equity interests of any each such new Non-Wholly Owned SubsidiarySubsidiary owned by a Pledge Party shall be pledged by any Pledge Party which owns same as, such Subsidiary becomes a party and to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and extent, required by the other Loan Documents all in accordance with Section 5.11(b) above and Pledge Agreement, (cii) such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement and (iii) in the case of the creation or acquisition of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition in circumstances where the capital stock or other equity interests of such Telco or Carrier Services Company are not permitted by applicable law, rule or regulation to be pledged and are not to be pledged under the Pledge Agreement, the Pro Forma EBITDA Test is a Domestic Subsidiary or a Canadian Subsidiarysatisfied.

Limitation on Creation of Subsidiaries. EstablishThe REIT will not, and will not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries, except that the Borrower and its wholly-owned Subsidiaries without shall be permitted to establish, create or acquire wholly-owned Subsidiaries and, to the prior written consent extent permitted by Section 8.02(viii), Section 8.02(ix) and Section 8.05(vi), non-wholly-owned Subsidiaries, in each case in connection with the acquisition of new Properties and the Required Lenders; providedprovision or purchase of Mortgage Loans that are not Borrowing Base Pledged Mortgage Loans permitted by Section 8.02(viii) and Section 8.02 (ix) and Investments permitted by Section 8.05(vi), that as the case may be, so long as (Ai) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if the capital stock of such new Foreign Subsidiary (to the extent that same is a first-tier Foreign corporation and is owned by a Credit Party) is pledged pursuant to the Pledge Agreement and any certificates representing such stock, together with undated stock powers duly executed in blank, are delivered to the Collateral Agent, (ii) the partnership or limited liability company interests of such new Subsidiary (ato the extent that same is a partnership or limited liability company and is owned by a Credit Party) 100% of are pledged and assigned pursuant to the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of Pledge and Security Agreement and (iii) any such new Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest (both directly and indirectly) in any other Subsidiary which owns a Borrowing Base Property or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment Borrowing Base Pledged Mortgage Loan executes a counterpart of the Administrative Agent after consultation with Borrower)Subsidiaries Guaranty, 65% of the Equity Interest is) pledged Pledge Agreement, the Pledge and delivered to the Collateral Agent for the benefit of the Secured Parties under Security Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements or (Biv) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (orwhich owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan shall take all actions required pursuant to Section 7.11. In addition, each such new Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the case of Foreign Subsidiaries type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Date. Notwithstanding the foregoing provisions of this Section 8.12, the Credit Parties shall not be required to pledge would have their shareholder, partnership or limited liability company interests in a material adverse tax impact on Borrower (determined at the reasonable judgment new Subsidiary which does not own a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest in any other Subsidiary which owns a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan if each of the Administrative Agent following conditions are satisfied: (i) such Subsidiary is formed for the purpose of acquiring a Property or providing or purchasing a Mortgage Loan, which transaction is to be financed with Permitted Non-Recourse Indebtedness, (ii) the lender providing such Permitted Non-Recourse Indebtedness has not agreed (after consultation with Borrower)commercially reasonable request made by the relevant Credit Party) to permit the pledge of equity in such Subsidiary, 65% and (iii) each Credit Party owning a shareholder, partnership or limited liability company interest in such Subsidiary agrees that it will not cause, suffer or permit the encumbrance of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements shareholder, partnership or limited liability company interest by any Lien (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition Liens), whether voluntarily, by operation of law or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiaryotherwise.

Limitation on Creation of Subsidiaries. Establish(a) The Borrower will not, and the Borrower will not permit any of the Restricted Subsidiaries to, establish, create or acquire after the Closing Date any additional Restricted Subsidiary, provided that the Borrower and its Wholly-Owned Restricted Subsidiaries without shall be permitted to establish, create and, to the prior written consent of the Required Lenders; providedextent permitted by this Agreement, acquire Wholly-Owned Restricted Subsidiaries (provided that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as Recourse Entities shall only be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Restricted Subsidiaries that are Non-Recourse Entities), so long as, in each case, (i) each such new Wholly-Owned Domestic Restricted Subsidiary (other than an Excluded Subsidiary) promptly executes a counterpart of the Collateral and Guaranty Agreement, and (ii) each such new Wholly-Owned Domestic Restricted Subsidiary (other than any Non-Recourse Entity or Securitization Entities) promptly executes a counterpart of the Intercompany Subordination Agreement to the extent then in effect. In addition, each new Wholly-Owned Restricted Subsidiary that is required to execute any Credit Document shall promptly execute and deliver, or cause to be promptly executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in ‎Section 4.02 as such new Restricted Subsidiary would have had to deliver if such new Foreign Restricted Subsidiary is were a first-tier Foreign Subsidiary (a) 100% of Credit Party on the Equity Interest of any such Foreign Subsidiary is upon Closing Date, in each case to the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of extent reasonably requested by the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund nonAgent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in connection accordance with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(hthe requirements of ‎Section 6.14(b)); . (b) upon In addition to Restricted Subsidiaries created pursuant to preceding clause ‎(a), the creation Borrower and the Restricted Subsidiaries may establish, acquire or establishment of any such new create, and make Investments in, Non-Wholly Owned Subsidiary, such Subsidiary becomes Subsidiaries after the Closing Date as a party result of Permitted Acquisitions (subject to the applicable Security Documents limitations contained in the definitions thereof) and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryInvestments expressly permitted to be made pursuant to ‎Section 6.05.

Limitation on Creation of Subsidiaries. EstablishThe Borrower shall -------------------------------------- not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional new Subsidiary (other than in connection with the Transaction on or prior to the Original Closing Date) except that new Subsidiaries without the prior written consent of the Required Lenders; provided, that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions be created so long as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary either (a) 100% incorporated under the laws of the Equity Interest of United States or any political subdivision thereof and such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of executes and delivers to the Administrative Agent after consultation with Borrower)(i) a "Security Agreement Supplement" (as such term is defined in the Security Agreement) assigning, 65% pledging and granting to the Collateral Agent for its benefit and the ratable benefit of the Equity Interest is(1) pledged Secured Creditors holding Continuing Obligations, a first priority Lien and security interest in, and (2) Secured Creditors holding Tranche B Obligations, a second priority Lien on and security interest in, all of such Subsidiary's right, title and interest in and to all of the Collateral of such Subsidiary and such other mortgages, deeds of trust and pledge agreements as shall be required by Section 9.17, in each case in accordance with the terms of Section 9.17, (ii) a guaranty, in substantially the same form as the Subsidiary Guaranty delivered on Original Closing Date, guaranteeing the Obligations of the other Credit Parties under the Credit Documents, in accordance with the terms of Section 9.17, and (iii) an Agency Account Agreement delivered to the Collateral Agent for the benefit and each bank in which such new Subsidiary maintains any checking, savings or other deposit account or (b) incorporated outside of the Secured Parties under United States and is doing business outside of the Security Agreements United States; provided that, in the event the -------- aggregate amount of revenues of any one Subsidiary incorporated or doing business outside of the United States exceeds $2,000,000 in any one fiscal year of the Borrower or exceeds $3,000,000 in any one fiscal year of the Borrower for all Subsidiaries of the Borrower incorporated or doing business outside of the United States (or exceeds an amount during any one month period which on an annual basis would exceed $2,000,000 or $3,000,000, as the case may be, in revenues in any fiscal year of the Borrower), without any request or notification by any of the Agents, the Issuing Bank or any of the Banks, (A) the Borrower shall take all actions necessary to provide to the Collateral Agent a fully perfected security interest in 66% of the outstanding Voting Stock and Foreign Pledge Agreements 100% of all other outstanding Capital Stock of (1) such Subsidiary whose revenues exceed (or would exceed) $2,000,000 or (2) all such Subsidiaries (in the event the $3,000,000 threshold is exceeded (or would be exceeded)) in accordance with the provisions of Section 9.17 and (B) Borrower to the extent that taking the actions described in this subclause (B) will not conflict in any material respect with any applicable law in the jurisdiction of incorporation of such Subsidiary or Subsidiaries, as the case may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% be, and is not reasonably likely to cause a material increase in the aggregate net consolidated tax liabilities of the Equity Interest of any new Borrower and its Subsidiaries, such Subsidiary is upon the creation or establishment of any such new Subsidiary (orSubsidiaries, in as the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of may be, executes and delivers to the Administrative Agent after consultation with Borrower)(i) a "Security Agreement Supplement" (as such term is defined in the Security Agreement) assigning, 65% of such Equity Interest is) pledged pledging and delivered granting to the Collateral Agent for its benefit and the ratable benefit of the (1) Secured Creditors holding Continuing Obligations, a first priority Lien and security interest in, and (2) Secured Creditors holding Tranche B Obligations, a second priority Lien on and security interest in, all of such Subsidiary's or Subsidiaries', as the case may be, right, title and interest, in and to all of the Collateral of such Subsidiary or Subsidiaries, as the case may be, and such other mortgages, deeds of trust and pledge agreements as shall be required by Section 9.17, in each case in accordance with the terms of Section 9.17, and (ii) executes and delivers a guaranty, in substantially the same form as the Subsidiary Guaranty delivered on the date hereof, guaranteeing the Obligations of the other Credit Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Credit Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with the terms of Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiary9.17.

Limitation on Creation of Subsidiaries. EstablishThe U.S. Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any additional Subsidiaries without the prior written consent of the Required Lenders; providedSubsidiary, provided that (A) Intermediate Holdings the U.S. Borrower and its Wholly-Owned Domestic Subsidiaries that are, or are to become, U.S. Subsidiary Guarantors may establish or create one or more Foreign and/or acquire Wholly-Owned Domestic Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions so long as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (ai) 100% all of the Equity Interest Interests of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) are pledged and delivered to the Collateral Agent for pursuant to the benefit terms and conditions of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or Agreement, (Bii) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in enters into the case of Foreign U.S. Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged Guaranty and delivered executes and delivers to the Collateral Agent for the benefit counterparts of the Secured Parties under the U.S. Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and Pledge Agreement, (ciii) such new Subsidiary enters into such Additional Security Documents as the Administrative Agent or the Required Lenders may require pursuant to Section 8.12 and (iv) such new Subsidiary executes and delivers all other relevant documentation (including opinions of counsel) 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 Initial Borrowing Date or (y) as reasonably requested by the Administrative Agent, (B) the Canadian Borrower and its Wholly-Owned Subsidiaries that are, or are to become, Canadian Subsidiary Guarantors may create and/or acquire new Canadian Subsidiaries that are Wholly-Owned Subsidiaries so long as such new Canadian Subsidiary executes a counterpart of (or joinder agreement for) the Canadian Subsidiaries Guaranty and the Canadian Security Agreement (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 a Domestic Subsidiary hypothec in form and substance reasonably satisfactory to the Collateral Agent), and (C) Subsidiaries which are not Wholly-Owned Subsidiaries as described in preceding clauses (A) and (B) 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 a Canadian Subsidiarymore 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. Establish, The Company will not create or acquire acquire, and it will not permit any additional of its Restricted Subsidiaries without the prior written consent to create or acquire, any Subsidiary other than: (1) a Restricted Subsidiary existing as of the Required LendersIssue Date; (2) a Restricted Subsidiary conducting a business similar or reasonably related, ancillary or complementary thereto or extensions or developments thereof to the business of the Company and its Subsidiaries on the Issue Date; or (3) an Unrestricted Subsidiary; provided, however, that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign each Restricted Subsidiary is a first-tier Foreign Subsidiary (a) 100% organized under the laws of the Equity Interest United States or any State thereof or the District of any such Foreign Subsidiary is upon the creation Columbia acquired or establishment of any such new Subsidiary created pursuant to clause (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined 2) shall, at the reasonable judgment time it has either assets or shareholder's equity in excess of the Administrative Agent after consultation with Borrower)$10,000, 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (orhave executed a guarantee, in the case form attached to the Indenture and reasonably satisfactory in form and substance to the Trustee (and with such documentation relating thereto as the Trustee shall require, including, without limitation a supplement or amendment to the Indenture and opinions of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at counsel as to the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% enforceability of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit guarantee in accordance with Article Ten of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)this Indenture); provided, further, in the event the Company and its Restricted Subsidiaries, on a consolidated basis, incurs Acquired Indebtedness (b) upon the creation or establishment of any assuming such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all incurrence is in accordance with Section 5.11(b4.06 hereof) above as a result of the acquisition of a Restricted Subsidiary and (c) the terms of such new Subsidiary is a Domestic Acquired Indebtedness prohibits the guarantee of the Notes by such newly-acquired Restricted Subsidiary or such newly-acquired Restricted Subsidiary would be in breach or default of the terms of the Acquired Indebtedness as a Canadian result of such guarantee, such Restricted Subsidiary will not be required to execute a guarantee; however, until such Restricted Subsidiary executes and delivers a guarantee in accordance with this covenant, none of the Company or any other Restricted Subsidiary will transfer any assets (other than in the ordinary course of business) to such newly-acquired Restricted Subsidiary and such newly acquired Restricted Subsidiary will not transfer such Acquired Indebtedness to the Company or any other Restricted Subsidiary.

Limitation on Creation of Subsidiaries. Establish(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 Date any additional Subsidiary; provided that, (i) the Borrower and its -------- Wholly-Owned Subsidiaries, and prior to the REIT Conversion Date, Wholly-Owned Non-Borrower Subsidiaries, shall be permitted to establish or create, and to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries without so long as the prior written consent capital stock or other equity interests of such new Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge and Security Agreement (and so long as any actions required to be taken by the Pledge and Security Agreement in connection therewith are in fact taken), (ii) such new Subsidiary, if required by Section 8.18, executes a counterpart of the Subsidiaries Guaranty and the Pledge and Security Agreement and (iii) such new Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders; providedBanks, that (A) Intermediate Holdings may establish takes all actions required pursuant to Section 8.18. In addition, each new Wholly-Owned Subsidiary shall execute and deliver, or create one or more Foreign Subsidiaries cause to accomplish Permitted Non-Loan Funded Acquisitions be executed and delivered, all other relevant documentation of the type described in Section 4 as long as, such new Subsidiary would have had to deliver if such new Foreign Subsidiary is were a first-tier Foreign Subsidiary (a) 100% Credit Party on the Effective Date. Without prejudice to the preceding provisions of this Section 9.17(a), the Equity Interest Collateral Agent may require that the capital stock of any such Foreign Subsidiary is upon the creation or establishment of any such a new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, 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 if such pledge would have a material adverse tax impact on Borrower created pursuant to preceding clause (determined at the reasonable judgment of the Administrative Agent after consultation with Borrowera), 65% the Borrower and its Subsidiaries, and prior to the REIT Conversion Date, Non-Borrower 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 9.05; provided that (x) all -------- capital stock or other equity interests 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 Equity Interest isBorrower, such Subsidiary shall at such time take all actions as would otherwise be required pursuant to Section 9.17(a) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such a new Wholly Wholly-Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiary.

Limitation on Creation of Subsidiaries. Establish(a) Each of Caterair Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without after the prior written consent Restatement Effective Date; provided that (i) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish and create Wholly-Owned Subsidiaries and, to the extent otherwise permitted by this Agreement, acquire and make Investments in Wholly-Owned Subsidiaries and non-Wholly-Owned Subsidiaries so long as (x) in the case of the Required Lenders; providedestablishment, that (A) Intermediate Holdings may establish creation or create one or more Foreign Subsidiaries acquisition of a Wholly-Owned Domestic Subsidiary, such Wholly-Owned Domestic Subsidiary takes all of the actions required to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) be taken by it pursuant to Section 8.11 and 100% of the Equity Interest capital stock of any such Foreign Wholly-Owned Domestic Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered pursuant to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements General Pledge Agreement and Foreign Pledge Agreements or (By) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign the establishment, creation or acquisition of a non-Wholly-Owned Subsidiary by a Credit Party, the capital stock of such Subsidiary owned by such Credit Party is pledged pursuant to, and to the extent required by, the General Pledge Agreement and (ii) Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower)Borrower which are not Wholly-Owned Subsidiaries shall be permitted to establish and create Subsidiaries and, 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for extent otherwise permitted by this Agreement, make Investments in Subsidiaries. (b) OFSI will not establish, create or acquire any Subsidiaries after the benefit of Restatement Effective Date; provided that OFSI shall be permitted to create Non-SCIS Subsidiaries so long as in each case (i) the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries Agents are reasonably satisfied with any liabilities arising as a result thereof or acquired in connection with a Permitted Acquisition therewith (including, but not limited to, all pension, tax and environmental liabilities), which could reasonably be expected to become liabilities of OFSI, the Borrower or pursuant any Subsidiary of the Borrower, it being understood and agreed that in any event there may be recourse to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment OFSI in respect of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party obligations or liabilities but only to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and extent that such recourse is expressly limited solely to the other Loan Documents all Class B Assets or the equity interests of any Non-SCIS Subsidiary or any Dividends or earnings from, or proceeds in accordance with Section 5.11(b) above respect of, any thereof, and (cii) at the time that any such new Non-SCIS Subsidiary is formed or acquired, OFSI and such Non-SCIS Subsidiary shall enter into a Domestic Non-SCIS Subsidiary or a Canadian SubsidiaryTax Sharing Agreement in form and substance satisfactory to the Agents.

Limitation on Creation of Subsidiaries. Establish(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 Restatement Effective Date any additional Subsidiary; provided that, (a) Adience and its Wholly-Owned Subsidiaries without the prior written consent of the Required Lenders; provided, that (A) Intermediate Holdings may shall be permitted to establish or create one or more Foreign Wholly-Owned Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions so long as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (ai) 100% of the Equity Interest capital stock of such new Subsidiary that is owned by any Credit Party (or 100% of the non-voting stock and 65% of the voting stock of any such Foreign Subsidiary that is upon the creation owned by Adience or establishment any Domestic Subsidiary of any such new Subsidiary Adience (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65100% of such voting stock to the Equity Interest isextent provided in Section 8.12)) is pledged pursuant to, and to the extent required by, the U.S. Pledge Agreement or other relevant Security Document 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 Parties under the Security Agreements and Foreign Pledge Agreements or Creditors, (Bii) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (orunless 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 Foreign Subsidiaries if any Domestic Subsidiary of Adience, the U.S. Pledge Agreement and the U.S. Security Agreement, and (iii) such pledge would have a material adverse tax impact on Borrower (determined at new Subsidiary, to the reasonable judgment of extent requested by the Administrative Agent after consultation with Borroweror the Required Banks, takes all actions required pursuant to Section 8.11. In addition, each new Wholly-Owned Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Restatement Effective Date. Without prejudice to the preceding provisions of this Section 9.16(a), 65% of such Equity Interest is) pledged and delivered to 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 benefit jurisdiction in which the new Subsidiary in incorporated. (b) In addition to Subsidiaries created or established as permitted by preceding clause (a), after the Restatement Effective 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 Secured Parties under Person being acquired pursuant to the Security Agreements Permitted Acquisition and Foreign Pledge Agreements 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 fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(hAdience and its Subsidiaries)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiary.

Limitation on Creation of Subsidiaries. Establish(a) Except as otherwise specifically provided in immediately succeeding clause (b), the Canadian Parent will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiary, provided that the Borrowers and their respective Wholly-Owned Subsidiaries without shall be permitted to establish or create Wholly-Owned Subsidiaries organized in Qualified Jurisdictions after the prior written consent of the Required Lenders; provided, that Initial Borrowing Date so long as (A) Intermediate Holdings may establish at least 10 Business Days’ (or create one or more Foreign Subsidiaries such lesser period as is acceptable to accomplish Permitted the Administrative Agent in any given case) prior written notice thereof is given to the Administrative Agent, (B) subject to Section 5.11(d), the Equity Interests of each such new Wholly-Owned Subsidiary are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and/or Non-Loan Funded Acquisitions as long asU.S. Security Agreements and, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interest of any such Foreign Subsidiary is upon the creation Interests, together with stock or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower)other powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors and (C) such new Wholly-Owned Subsidiary takes all actions required (and/or requested) to be taken by such Subsidiary as a U.S. Subsidiary Guarantor or Non-U.S. Subsidiary Guarantor, as the Security Agreements case may be, in accordance with the applicable provisions of Section 5.11. (b) In addition to Subsidiaries of the Canadian Parent created pursuant to preceding clause (a), the Borrowers and Foreign their respective Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly-Owned Subsidiaries and Subsidiaries organized in Non-Qualified Jurisdictions 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 6.04, provided that (x) all Equity Interests of each such Non-Wholly-Owned Subsidiary shall be pledged by any Loan Party which owns same to the extent required by the Pledge Agreements or relevant Non-U.S. Security Agreements, and (By) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered actions required to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired be taken pursuant to Section 5.11 in connection with a Permitted Acquisition the establishment of, or pursuant to Investments pursuant to Section 6.04(h)); (b) upon in, the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all respective Subsidiaries are taken in accordance with the requirements of said Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiary5.11.

Limitation on Creation of Subsidiaries. Establish(a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any additional Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries without the prior written consent of the Required Lenders; provided, that shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if the equity interests of each such new Foreign Wholly-Owned Subsidiary is a first-tier Foreign Subsidiary (a) 100% of pledged pursuant to, and to the Equity Interest of any extent required by, the Pledge Agreement and the certificates representing such Foreign Subsidiary is upon the creation equity interests, together with stock or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower)other powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements Creditors and Foreign Pledge Agreements or (B) to the extent such new Wholly-Owned Subsidiary Guarantor does not meet the criteria required to constitute a Non-Guarantor Subsidiary in accordance with the definition thereof, (i) such new Wholly-Owned Subsidiary executes a counterpart of a guarantee in form and substance satisfactory to the Agents (the "Subsidiaries Guaranty"), the Pledge Agreement and the Security Agreement and (ii) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all actions required pursuant to Section 8.11. In addition, each new Wholly-Owned Subsidiary which becomes, or is required to become, a Subsidiary Guarantor shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if such new Wholly-Owned Subsidiary were a Credit Party on the Initial Borrowing Date. (b) In addition to Subsidiaries of the Borrower created pursuant to preceding clause (a), the Borrower may establish or create one or more Wholly Owned Non-Guarantor Subsidiaries after the Initial Borrowing Date as a result of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered Investments expressly permitted to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments be made pursuant to Section 6.04(h))9.05; (b) upon the creation or establishment provided that all capital stock of each such Non-Guarantor Subsidiary shall be pledged by any such new Wholly Owned Subsidiary, such Subsidiary becomes a party Credit Party which owns same to the applicable extent required by the Pledge Agreement; provided, however, that such Non-Guarantor Subsidiary shall not be required to execute and deliver a counterpart of the Subsidiaries Guaranty or any Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and Documents, in each case except to the other Loan Documents all extent thereafter required in accordance with the provisions of Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiary8.13.

Limitation on Creation of Subsidiaries. EstablishThe Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any additional Subsidiary, provided that (x) the Borrower and its Wholly-Owned Subsidiaries without shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, create and acquire Non-Wholly Owned Subsidiaries to the extent permitted by Section 10.05(xiv) or as a result of a Permitted Acquisition, in each case so long as (i) at least 5 days’ prior written consent notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Required Lenders; providedAdministrative Agent in any given case), that (Aii) Intermediate Holdings may establish if prior to the Security Release Date, the capital stock or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% other Equity Interests of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation other Equity Interests, together with Borrower)stock or other appropriate powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for Agent, and (iii) if prior to the benefit Guaranty Release Date, each such new Domestic Subsidiary (and, to the extent required by Section 9.16, each such new Foreign Subsidiary) executes a counterpart of the Secured Parties under Subsidiaries Guaranty, the Security Agreements Pledge Agreement and Foreign Pledge Agreements or (B) Borrower the Intercompany Subordination Agreement; provided, however, until such 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 may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of not acquire any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered pursuant to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments an Investment made pursuant to Section 6.04(h10.05(xiv)); . In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (bincluding opinions of counsel) upon of the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all type described in accordance with Section 5.11(b) above and (c) 6 as such new Subsidiary is would have had to deliver if such new Subsidiary were a Domestic Subsidiary or a Canadian SubsidiaryCredit Party on the Restatement Effective Date.

Limitation on Creation of Subsidiaries. EstablishJCC Holding will not establish, create or acquire any additional Subsidiaries (other than the Borrower, JCC Development, CPD, FPD and any Subsidiary of the Borrower, JCC Development, CPD and/or FPD formed in accordance with the following requirements of this Section 9.15) without the prior written consent of the Required Lenders; providedBanks and no Subsidiary of JCC Holding will establish, create, or acquire any Subsidiaries (except that (Ai) Intermediate Holdings the Borrower may establish or create form one or more Foreign Wholly-Owned Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long asoperate certain ancillary and support functions in connection with the Casino, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (aii) 100% JCC Development may form one or more Subsidiaries in connection with the development and leasing of the Equity Interest Real Property subject to the Second Floor Sublease, (iii) CPD may form one or more Subsidiaries in connection with the 3CP parcel of the Specified Real Estate (listed as Item 1 on Schedule VII) and (iv) FPD may form one or more Subsidiaries in connection with its development of the Xxxxxx Street Properties (listed as Item 2 on Schedule VII)) without the prior written consent of the Required Banks. Furthermore, unless specifically consented to in writing by the Required Banks, no Subsidiary of JCC Holding shall directly or indirectly guarantee any Indebtedness of JCC Holding or any of its other Subsidiaries (including, without limitation, the New Bonds). At the time of the establishment or creation of any Wholly-Owned Subsidiary of JCC Holding (whether directly or indirectly owned by JCC Holding) pursuant to this Section 9.15, such Foreign newly formed or created Wholly-Owned Subsidiary is upon the creation or establishment of any such new JCC Holding shall be required to become a Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of Guarantor by executing and delivering to the Administrative Agent after consultation with Borrower), 65% a counterpart of the Equity Interest is) pledged Subsidiaries Guaranty, and delivered to become party to the Collateral Pledge Agreement and Security Agreement by executing and delivering counterparts thereof, and if requested by the Administrative Agent or the Required Banks, by entering into such other security documentation, and covering such assets of such Wholly-Owned Subsidiary, as may be required by the Administrative Agent or the Required Banks, and in connection therewith shall deliver such opinions of counsel and take such other action as would have been required of such Wholly-Owned Subsidiary had it been a Credit Party on the Initial Borrowing Date. Furthermore, in connection with any consent to the creation of a Subsidiary which is not otherwise permitted pursuant to this Section 9.15, it is understood that the Required Banks may require that any such Subsidiary take the actions specified in the immediately preceding sentence for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Wholly-Owned Subsidiaries of Borrower JCC Holding established or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of created after the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryEffective Date.

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided, provided that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries (other than SPE License Subs) without such consent so long as (ai) 100% of the Equity Interest Interests of any new Wholly Owned Subsidiary is (or, in the case of Foreign Subsidiaries, 65%) are upon the creation or establishment of any such new Wholly Owned Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements Agreement and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (bii) upon the creation or establishment of any such new Wholly Owned Subsidiary (other than a Foreign Subsidiary), such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (cb) Borrower may establish or create one or more SPE License Subs of Borrower or one of its Wholly Owned Subsidiaries without consent so long as, (i) to the extent permitted by applicable Requirements of Law and required by the Administrative Agent in its discretion, 100% of the Equity Interests of any new SPE License Sub owned by Borrower or one or more of its Subsidiaries are, within 10 Business Days after the formation thereof (as such new Subsidiary is time may be extended by the Administrative Agent in its discretion) to the extent permitted by applicable Requirements of Law and required by the Administrative Agent in its commercially reasonable discretion, pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement, (ii) within 10 Business Days after the formation thereof (as such time may be extended by the Administrative Agent in its discretion), such SPE License Sub becomes a Domestic Subsidiary party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with, and to the extent required by, Section 5.11(b) above, (iii) each such SPE License Sub shall be formed solely for the purpose of holding one or a Canadian Subsidiarymore licenses to sell alcoholic beverages, and (iv) no such SPE License Sub shall have any employees, conduct any activities other than holding any such license to sell alcoholic beverages and activities incidental thereto or incur any Indebtedness or other material liabilities of any kind.

Limitation on Creation of Subsidiaries. EstablishUnrestricted ---------------------------------------------------- Subsidiaries and Joint Ventures. (a) The Company will not, and will not permit ------------------------------- any of its Subsidiaries or Joint Ventures to, establish, create or acquire any additional Subsidiaries without or Joint Ventures, except that the prior written consent Company and its Wholly-Owned Subsidiaries shall be permitted to establish, create or acquire (x) Joint Ventures as provided in Section 10.16(b) and (y) at least 90% owned Subsidiaries in connection with Permitted Hotel Acquisitions and Permitted Business Acquisitions so long as (i) all of the Required Lenders; provided, that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% capital stock of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if to the extent that same is a corporation) is pledged pursuant to (and to the extent required by) the Pledge Agreement and the certificates representing such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation stock, together with Borrower)stock powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit Agent, (ii) all of the Secured Parties under partnership interests of such new Subsidiary (to the Security Agreements extent that same is a partnership) are pledged and Foreign assigned pursuant to (and to the extent required by) the Pledge Agreements Agreement and (iii) any such new domestic Subsidiary executes a counterpart of the Subsidiaries Guaranty and the Pledge Agreement. In addition, each such new domestic Subsidiary shall execute and deliver, or cause to be executed and delivered all other relevant documentation of the type described in Section 5 as such new domestic Subsidiary would have had to deliver if such new domestic Subsidiary were a Credit Party on the Initial Borrowing Date. (Bb) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one The Company will not, and will not permit any of its Wholly Subsidiaries or Joint Ventures to, establish, create or acquire any additional Joint Ventures after the Initial Borrowing Date, except that the Company or any Wholly-Owned Subsidiaries without such consent Subsidiary of the Company referenced in following clause (z) may establish, create or acquire Joint Ventures in connection with Investments permitted by Section 10.05 from time to time, in each case so long as (ax) 100% no Default or Event of Default exists at the time of the Equity Interest of any new Subsidiary is upon the establishment, creation or establishment acquisition of the respective Joint Venture or shall exist immediately after giving effect thereto, (y) all Investments therein are permitted pursuant to Section 10.05 and (z) all equity interests in each Joint Venture are owned directly by the Company or a Wholly-Owned Subsidiary of the Company which engages in no business or activities other than the holding of ownership interests in one or more Joint Ventures and all equity interests therein are pledged pursuant to (and to the extent required by) the Pledge Agreement, provided that if any such new Subsidiary (or, Joint Venture is in the case form of Foreign a partnership, joint -------- venture or other business form other than a corporation, the equity interests therein shall not be directly owned by the Company (but shall be owned by a Wholly-Owned Subsidiary thereof as referenced above in this clause (z)). (c) The Company will not, and will not permit any of its Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment or Joint Ventures to, establish, create or acquire any Unrestricted Subsidiary, except that any Wholly-Owned Domestic Subsidiary of the Administrative Agent after consultation with Borrower)Company referenced in following clause (z) may establish, 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned create or acquire Unrestricted Subsidiaries acquired solely in connection with Investments permitted by Section 10.05(xii) 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 Subsidiary or shall exist immediately after giving effect thereto, (x) all Investments therein (including as a Permitted Acquisition or pursuant to Investments result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 6.04(h10.05(xii)); , (by) upon all equity interests in each Unrestricted Subsidiary are owned directly by a Wholly-Owned Domestic Subsidiary of the creation Company which engages in no business or establishment activities other than the holding of any ownership interests in one or more Unrestricted Subsidiaries and all equity interests therein are pledged pursuant to (and to the extent required by) the Pledge Agreement and (z) each such new Wholly Owned SubsidiaryUnrestricted Subsidiary enters into, such Subsidiary or becomes a party to, an Unrestricted Subsidiary Tax Sharing Agreement on terms and conditions satisfactory to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryRequired Banks.

Limitation on Creation of Subsidiaries. EstablishHoldings will not, and will not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; providedSubsidiary, except that (Aa) Intermediate Holdings Borrower may acquire, pursuant to a Permitted Acquisition, establish or create one or more Foreign Wholly-Owned Subsidiaries of Borrower which are Domestic Subsidiaries and transfer assets to accomplish Permitted Non-Loan Funded Acquisitions such newly established or created Subsidiaries so long as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (ai) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary is in compliance with Section 8.8(h) (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at with the reasonable judgment transfer of the Administrative Agent after consultation with Borrowerany assets constituting an Investment under Section 8.8(h)), 65(ii) 100% of the Equity Interest is) Capital Stock of such Subsidiary is upon the creation, establishment or acquisition of any such new Subsidiary pledged and delivered to the Collateral Agent for the benefit of the Secured Parties Creditors under the Pledge Agreement and (iii) upon the creation, establishment or acquisition of any such new Domestic Subsidiary, such Subsidiary executes the Additional Security Agreements Documents and Foreign Pledge Agreements or guaranty required to be executed by it in accordance with Section 7.12, and (Bb) Borrower or any Subsidiary may establish or create one or more Wholly Owned Foreign Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (ai) 100the Investment in any such new Foreign Subsidiary is in compliance with Section 8.8(l), (ii) 65% of the Equity Interest Capital Stock of such Foreign Subsidiary which is a Wholly-Owned Subsidiary (or, in the case of a Foreign Subsidiary which is not a Wholly-Owned Subsidiary, which is otherwise permitted by the Organizational Documents of such Foreign Subsidiary) owned directly by Borrower or any new Domestic Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties Creditors under the Security Agreements and Foreign a Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryAgreement.

Limitation on Creation of Subsidiaries. Establish(a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower will not, and will not permit any Subsidiary to, establish, create or acquire any additional Subsidiary; provided that the Borrower and its Subsidiaries without shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the prior written consent case of the Required Lenders; providedTelcos or Carrier Services Companies), that so long as (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (ai) 100% of the Equity Interest capital stock or other equity interests of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (if a Parent Company) or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65least 90% of the Equity Interest iscapital stock or other equity interests of such new Subsidiary (if a Telco or a Carrier Services Company) is pledged pursuant to the Pledge Agreement (provided that the stock or other equity interests of any new Telco or Carrier Services Company acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock or other equity interests, together with transfer powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or Agent, (Bii) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement, the Subsidiary Guaranty (or, in the case of Foreign Subsidiaries a new 1st-Tier Subsidiary) and the Pledge Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Initial Borrowing Date, and (iii) such new Subsidiary takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 4 if such pledge would have new Subsidiary had been a material adverse tax impact Credit Party on Borrower the Initial Borrowing Date. (determined at the reasonable judgment b) In addition to Subsidiaries of the Administrative Agent after consultation with BorrowerBorrower created pursuant to preceding clause (a), 65% of such Equity Interest is) pledged the Borrower and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements its Subsidiaries may establish, acquire or create, and Foreign Pledge Agreements (other than fund nonmake Investments in, Non-Wholly Owned Subsidiaries acquired after the Initial Borrowing Date as a result of Permitted Acquisitions (subject to the limitations contained in connection with a Permitted Acquisition or pursuant the definition thereof) and Investments expressly permitted to Investments be made pursuant to Section 6.04(h)); 7.06, provided that (bi) upon all of the creation capital stock or establishment other equity interests of any each such new Non-Wholly Owned SubsidiarySubsidiary shall be pledged by any Pledge Party which owns same as, such Subsidiary becomes a party and to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder extent, required by the Pledge Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (cii) such new Subsidiary is executes a Domestic Subsidiary or a Canadian Subsidiarycounterpart of the Intercompany Subordination Agreement.

Limitation on Creation of Subsidiaries. EstablishThe Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Conversion Date any additional Subsidiary, provided that (x) the Borrower and its Wholly-Owned Subsidiaries without shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, create and acquire Non-Wholly Owned Subsidiaries to the extent permitted by Section 10.05(xviii) so long as (i) at least 5 days’ prior written consent notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Required Lenders; providedAdministrative Agent in any given case), that (Aii) Intermediate Holdings may establish the capital stock or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% other Equity Interests of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation other Equity Interests, together with Borrower)stock or other appropriate powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for Agent, and (iii) each such new Domestic Subsidiary (and, to the benefit extent required by Section 9.14, each such new Foreign Subsidiary) executes a counterpart of the Secured Parties under Subsidiaries Guaranty, the Security Agreements Agreement, the Pledge Agreement and Foreign Pledge Agreements the Intercompany Subordination Agreement; provided, however, until such 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 may not acquire any new Subsidiaries pursuant to an Investment made pursuant to Section 10.05(xviii). In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (Bincluding opinions of counsel) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest type described in each of any new Subsidiary is upon the creation or establishment of any (x) Section 6 as such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered had to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) deliver if such new Subsidiary is were a Credit Party on the Conversion Date and (y) Section 9.14 as each such Excluded Domestic Subsidiary or would have had to deliver if it were a Canadian SubsidiaryCredit Party on the Conversion Date.

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries other than Immaterial Subsidiaries without the prior written consent of the Required Lenders; provided, provided that each Borrower may (Aa) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted NonWholly-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of such Borrower or one of its Wholly Wholly-Owned Subsidiaries without such consent so long as (ai) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on such Borrower (determined at the reasonable judgment discretion of the Administrative Agent after consultation with BorrowerAgent), 65% 66%) of such the Equity Interest of any new Subsidiary is) , within 10 days after the creation or establishment of any such new Subsidiary, pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements Agreement (other than fund non-Wholly Wholly-Owned Subsidiaries acquired in connection with a Permitted Acquisition or funded pursuant to Investments pursuant to Section 6.04(h)); (bii) upon within 10 days after the creation or establishment of any such new Wholly Wholly-Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (ciii) such new Subsidiary is a Domestic Subsidiary and (b) establish, create or a Canadian Subsidiaryacquire one or more non-Wholly-Owned Subsidiaries in connection with Permitted Acquisitions and Permitted Investments.

Limitation on Creation of Subsidiaries. Establish, The Company will not create or acquire acquire, and will not permit any additional of its Restricted Subsidiaries without the prior written consent to create or acquire, any Subsidiary other than (1) a Restricted Subsidiary existing as of the Required LendersIssue Date, (2) a Restricted Subsidiary that is acquired or created after the Issue Date; providedPROVIDED, HOWEVER, that each Domestic Restricted Subsidiary acquired or created pursuant to this clause (A2) Intermediate Holdings may establish or create one or more Foreign Subsidiaries shall have executed a guarantee, pursuant to accomplish Permitted Non-Loan Funded Acquisitions as long aswhich such Domestic Restricted Subsidiary will become a Guarantor; PROVIDED, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (orFURTHER, in the case event the Company or any of Foreign its Restricted Subsidiaries if incurs Acquired Indebtedness (assuming such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all incurrence is in accordance with Section 5.11(b4.10) above as a result of the acquisition of a Restricted Subsidiary and as long as the terms of such Acquired Indebtedness prohibit the Guarantee of the Notes by such newly- acquired Restricted Subsidiary or such newly-acquired Restricted Subsidiary would be in breach or default of the terms of the Acquired Indebtedness as a result of such Guarantee, such Restricted Subsidiary will not be required to execute a Guarantee; PROVIDED that, until such Restricted Subsidiary executes and delivers a Guarantee in accordance with this Section 4.21, (a) none of the Company or any other Restricted Subsidiary of the Company will transfer any assets (other than in the ordinary course of business) to such newly-acquired Restricted Subsidiary, (b) such newly-acquired Restricted Subsidiary will not transfer such Acquired Indebtedness to the Company or any other Restricted Subsidiary and (c) neither the Company nor any Restricted Subsidiary of the Company shall provide any guarantee of, or similar credit support for, or otherwise become directly or indirectly liable for any Indebtedness of such new Subsidiary is a Domestic Subsidiary or a Canadian newly-acquired Restricted Subsidiary, or (3) an Unrestricted Subsidiary.

Limitation on Creation of Subsidiaries. Establish, The Company will not create or acquire acquire, and will not permit any additional of its Restricted Subsidiaries without the prior written consent to create or acquire, any Subsidiary other than: (1) a Restricted Subsidiary existing as of the Required LendersIssue Date; (2) a Restricted Subsidiary that is acquired or created after the Issue Date; provided, however, that each Restricted Subsidiary other than an Immaterial Subsidiary acquired or created pursuant to this clause (A2) Intermediate Holdings may establish or create one or more Foreign Subsidiaries shall have executed a guarantee, pursuant to accomplish Permitted Non-Loan Funded Acquisitions as long aswhich such Restricted Subsidiary will become a Guarantor; provided, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (orfurther, in the case event the Company or any of Foreign its Restricted Subsidiaries if incurs Acquired Indebtedness (assuming such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all incurrence is in accordance with Section 5.11(b4.10) above as a result of the acquisition of a Restricted Subsidiary and as long as the terms of such Acquired Indebtedness prohibit the Guarantee of the Notes by such newly-acquired Restricted Subsidiary or such newly-acquired Restricted Subsidiary would be in breach or default of the terms of the Acquired Indebtedness as a result of such Guarantee, such Restricted Subsidiary will not be required to execute a Guarantee; provided that, until such Restricted Subsidiary executes and delivers a Guarantee in accordance with this Section 4.20, (a) none of the Company or any other Restricted Subsidiary of the Company will transfer any assets (other than in the ordinary course of business) to such newly-acquired Restricted Subsidiary, (b) such newly-acquired Restricted Subsidiary will not transfer such Acquired Indebtedness to the Company or any other Restricted Subsidiary and (c) neither the Company nor any Restricted Subsidiary of the Company shall provide any guarantee of, or similar credit support for, or otherwise become directly or indirectly liable for any Indebtedness of such new Subsidiary is a Domestic Subsidiary or a Canadian newly- acquired Restricted Subsidiary; or (3) an Unrestricted Subsidiary.

Limitation on Creation of Subsidiaries. EstablishNotwithstanding --------------------------------------- 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 additional Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries without the prior written consent of the Required Lenders; provided, that shall -------- be permitted to (Ai) Intermediate Holdings may establish or create one or more Foreign Wholly-Owned Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions so long as long as, if within a reasonable time from such establishment or creation (x) the capital stock of such new Foreign Wholly-Owned Subsidiary that is a first-tier Foreign Subsidiary (a) 100% of owned by any Credit Party is pledged pursuant to, and to the Equity Interest of any extent required by, the Pledge Agreement and the certificates representing such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation stock, together with Borrower)stock powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such new Wholly-Owned Subsidiary (other than a Wholly-Owned Foreign Subsidiary, except to the extent otherwise required pursuant to Section 8.13) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (z) such new Wholly-Owned Subsidiary, to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (Bii) acquire a Person which immediately upon such acquisition will constitute a Subsidiary of the Borrower may establish or create one or more Wholly Owned Subsidiaries in connection with the acquisition of Borrower or one of its Wholly Owned Subsidiaries without such consent a Hotel Property so long as within a reasonable time from such acquisition (ax) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% capital stock of such Equity Interest is) Subsidiary that is owned by any Credit Party is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Parties under Creditors, (y) such Subsidiary (including any such Subsidiary which is a Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreements Agreement, and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition z) such Subsidiary, to the extent requested by the Agents or pursuant to Investments the Required Banks, takes all actions required pursuant to Section 6.04(h)); (b) upon 8.12. In addition, each such Subsidiary shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the creation or establishment of any type described in Section 5 as such Subsidiary would have had to deliver if such new Wholly Wholly- Owned Subsidiary, such Subsidiary becomes were a party to Credit Party on the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryRestatement Effective Date.

Limitation on Creation of Subsidiaries. EstablishThe Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any additional Subsidiary, provided that (x) the Borrower and its Wholly-Owned Subsidiaries without shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, create and acquire Non-Wholly Owned Subsidiaries to the extent permitted by Section 10.05(xiv) or as a result of a Permitted Acquisition, in each case so long as (i) at least 5 days’ prior written consent notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Required Lenders; providedAdministrative Agent in any given case), that (Aii) Intermediate Holdings may establish the capital stock or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% other Equity Interests of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation other Equity Interests, together with Borrower)stock or other appropriate powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for Agent, and (iii) each such new Domestic Subsidiary (and, to the benefit extent required by Section 9.16, each such new Foreign Subsidiary) executes a counterpart of the Secured Parties under Subsidiaries Guaranty, the Security Agreements Agreement, the Pledge Agreement and Foreign Pledge Agreements or (B) Borrower the Intercompany Subordination Agreement; provided, however, until such 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 may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of not acquire any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered pursuant to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments an Investment made pursuant to Section 6.04(h10.05(xiv)); . In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (bincluding opinions of counsel) upon of the creation or establishment type described in each of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with (x) Section 5.11(b) above and (c) 6 as such new Subsidiary is would have had to deliver if such new Subsidiary were a Credit Party on the Restatement Effective Date and (y) Section 9.11 as each such Excluded Domestic Subsidiary or would have had to deliver if it were a Canadian SubsidiaryCredit Party on the Security Requirement Date.”. 61. Section 11.07 of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 11.07 in lieu thereof:

Limitation on Creation of Subsidiaries. Establish(a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that Subsidiary (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted other than Non-Loan Funded Acquisitions as 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 shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long as, if such new Foreign Subsidiary in each case, (i) at least five days’ prior written notice thereof is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of given to the Administrative Agent after consultation with Borrowerand the Collateral Agent (or such shorter period of time as is acceptable to the Administrative Agent and the Collateral Agent in any given case), 65% (ii) the Capital Stock of such new Wholly-Owned Subsidiary is promptly pledged pursuant to, and to the Equity Interest is) pledged 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 for the benefit Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (other than an Immaterial Subsidiary of the Secured Parties under type described in clause (b) of the definition thereof), executes a counterpart of the Subsidiaries Guaranty, the Security Agreements Agreement and Foreign the Pledge Agreements Agreement, and (iv) each such new Wholly-Owned Domestic Subsidiary (other than an Immaterial Subsidiary of the type described in clause (b) of the definition thereof), 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 (Bincluding opinions of counsel) Borrower may establish or create one or more Wholly 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 Restatement Effective Date (unless in each case waived by the Administrative Agent). (b) In addition to Wholly-Owned Subsidiaries of the Borrower permitted to be created, established or one acquired pursuant to Section 10.13(a), the Borrower and its Subsidiaries may establish, create and acquire, and make Investments to the extent permitted by Section 10.05 in, Non-Wholly-Owned Subsidiaries after the Restatement Effective Date as a result of transactions permitted by this Agreement, provided that (i) all of the Capital Stock of each such Non-Wholly-Owned Subsidiary shall be pledged by any Credit Party which owns such Capital Stock as, and to the extent, required by the Pledge Agreement, and (ii) each such Non-Wholly- Owned Domestic Subsidiary that is required to become a Subsidiary Guarantor hereunder, shall take the actions specified in 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 Borrower. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Wholly Owned Subsidiaries without to, establish, create or acquire after the Restatement Effective Date any Unrestricted Subsidiary, except to the extent that (i) such consent so long as establishment, creation or acquisition constitutes an Investment permitted under Section 10.05(xviii), (aii) 100% such Unrestricted Subsidiary meets all of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment requirements of the Administrative Agent after consultation with Borrower), 65% definition thereof and (iii) the Capital Stock of such Equity Interest is) Unrestricted Subsidiary, to the extent owned by a Credit Party, is promptly pledged pursuant to, and to the extent required by, 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 for Agent. (d) Notwithstanding anything to the benefit contrary contained in this Agreement or any other Credit Document, the Headquarters SPV and its Subsidiaries shall not be required to become a Credit Party hereunder (and shall not be required to execute and deliver the Subsidiaries Guaranty or any other Credit Document or grant any security interest on any of it assets), and PAETEC Realty (or any other parent company that directly owns the Secured Parties Headquarters SPV) shall not be required to pledge the Equity Interests in the Headquarters SPV. For the avoidance of doubt, PAETEC Realty shall be released from its obligations under the Subsidiary Guaranty and its grant of security interests under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new the definition of “Subsidiary is a Domestic Subsidiary or a Canadian SubsidiaryGuarantor” to the extent provided therein.

Limitation on Creation of Subsidiaries. EstablishThe Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiary, provided that (x) the Borrower and its Wholly-Owned Subsidiaries without shall be permitted to establish and create and, to the extent permitted by this Agreement, acquire, Wholly-Owned Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish and create and acquire Non-Wholly Owned Subsidiaries to the extent permitted by Section 10.05(xix) so long as (i) at least 5 days’ prior written consent notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Required Lenders; providedAdministrative Agent in any given case), that (Aii) Intermediate Holdings may establish the capital stock or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% other Equity Interests of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation other Equity Interests, together with Borrower)stock or other appropriate powers duly executed in blank, 65% of the Equity Interest is) pledged and are delivered to the Collateral Agent for (or, to the benefit extent such stock or Equity Interests constitute Common Collateral (as defined in the Xxx Intercreditor Agreement or the Pulitzer Intercreditor Agreement, as applicable), to the First Priority Representative (as defined in the Xxx Intercreditor Agreement or the Pulitzer Intercreditor Agreement, as applicable) in accordance with, and only to the extent subject to the provisions of, Section 2.3(c) of the Secured Parties under Xxx Intercreditor Agreement or the corresponding Section of the Pulitzer Intercreditor Agreement, as applicable, with copies thereof and of any related endorsements to the Collateral Agent), and (iii) each such new Domestic Subsidiary (and, to the extent required by Section 9.15, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Security Agreements Agreement, the Pledge Agreement and Foreign Pledge Agreements the Intercompany Subordination Agreement. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (Bincluding opinions of counsel) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any type described in Section 6 as such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered had to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) deliver if such new Subsidiary is were a Domestic Subsidiary or a Canadian SubsidiaryCredit Party on the Effective Date.