Common use of Limitation on the Creation of Subsidiaries and Joint Ventures Clause in Contracts

Limitation on the Creation of Subsidiaries and Joint Ventures. (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 Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given in the case of a Shell Corporation), (B) subject to Sections 9.11(d) and 9.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.11, to become a Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing Date, and (D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided in immediately succeeding clause (b), the U.S. Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the U.S. Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 within 15 Business Day’s Days (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given (x) in the case of a Shell CorporationCorporation or (y) in the case of a Foreign Subsidiary entitled to defer the taking of actions otherwise required by this Section 9.11(a) as a result of the application of clause (z) of the immediately succeeding proviso), (B) subject to Sections 9.11(d8.11(d) and 9.128.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and/or Foreign Security Agreements and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.118.11, to become a U.S. Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the U.S. Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a U.S. Subsidiary Guarantor under the Original Credit Agreement on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 5 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a U.S. Credit Party under the Original Credit Agreement on the Initial Borrowing Date, (D) to the extent such new Wholly-Owned Subsidiary is organized in a Qualified Non-U.S. Jurisdiction and is required, in accordance with the applicable provisions of Section 8.11, to become a Foreign Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the Foreign Subsidiaries Guaranty, the Intercompany Subordination Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Foreign Subsidiary Guarantor under the Original Credit Agreement on the Initial Borrowing Date (determined in accordance with the criteria described in Sections 5.15, 5.17 and 5.18(b) of the Original Credit Agreement), and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Foreign Credit Party under the Original Credit Agreement on the Initial Borrowing Date, (E) to the extent such new Wholly-Owned Subsidiary is organized in a Non-Qualified Jurisdiction and is required, in accordance with the applicable provisions of Section 8.11, to become a Foreign Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the Foreign Subsidiaries Guaranty and, in each case unless the Administrative Agent otherwise agrees based on advice of local counsel, the Int ercompany Subordination Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Foreign Subsidiary Guarantor under the Original Credit Agreement organized in such Non-Qualified Jurisdiction on the Initial Borrowing Date (determined in accordance with the criteria described in Sections 5.15, 5.17 and 5.18(b) of the Original Credit Agreement), and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Foreign Credit Party under the Original Credit Agreement organized in such Non-Qualified Jurisdiction on the Initial Borrowing Date and (DF) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 8.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause clauses (C), (D) and (E) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the U.S. Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B), (C), (D) and (CE) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell CorporationCorporation and (z) in the case of a newly-formed Wholly-Owned Subsidiary of the U.S. Borrower organized in (i) a Qualified Non-U.S. Jurisdiction or (ii) a Non-Qualified Jurisdiction in which an existing Foreign Subsidiary Guarantor is organized, the actions described in clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiary, shall not be required to be taken by such Wholly-Owned Subsidiary if the gross book value of its assets (determined as of the last day of the calendar month then last ended) is less than $10,000,000, until (and only until) the aggregate gross book value of all Wholly-Owned Subsidiaries which have not taken the actions described in clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiaries in reliance on this proviso (determined as of the last day of the calendar month then last ended) exceeds $20,000,000, at which time all such excluded Wholly-Owned Subsidiaries (and not just those Wholly-Owned Subsidiaries required to reduce the aggregate gross book value of such excluded Wholly-Owned Subsidiaries to below $20,000,000) shall take the actions described in clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiaries.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided in immediately succeeding clause (b), the U.S. Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the U.S. Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 15 Business Day’s Days' (or such longer lesser period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, prior written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given in the case of a Shell Corporation)Agent, (B) subject to Sections 9.11(d8.11(d) and 9.128.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and/or Foreign Security Agreements and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.118.11, to become a U.S. Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers (x) a Joinder Agreement substantially in the form of Exhibit P hereto and (y) counterparts of the U.S. Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a U.S. Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement 5 if such new Wholly-Owned Subsidiary had been a U.S. Credit Party on the Initial Borrowing Date, (D) to the extent such new Wholly-Owned Subsidiary is organized in a Qualified Non-U.S. Jurisdiction and is required, in accordance with the applicable provisions of Section 8.11, to become a Foreign Subsidiary Guarantor, such new Wholly-Owned Subsidiary executes and delivers (x) a Joinder Agreement substantially in the form of Exhibit P hereto and (Dy) counterparts of a Foreign Subsidiaries Guaranty, the Intercompany Subordination Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Foreign Subsidiary Guarantor on the Initial Borrowing Date (determined in accordance with the criteria described in Sections 5.10, 5.12 and 5.13(b)), and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5 if such new Wholly-Owned Subsidiary had been a Foreign Credit Party on the Initial Borrowing Date and (E) such new Wholly-Owned Subsidiary, to the extent requested by any the Administrative Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 8.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its newly-formed Wholly-Owned SubsidiariesSubsidiary of the U.S. Borrower organized in a Qualified Non-U.S. Jurisdiction, the actions described in clauses (BD) and (CE) and applicable to such Shell Corporation Wholly-Owned Subsidiary, shall not be required to be taken by such Wholly-Owned Subsidiary if the gross book value of its assets (so long determined as same remains a Shell Corporationof the last day of the calendar month then last ended) is less than $1,000,000, until 60 days after (and only until) the creation or establishment aggregate gross book value of all Wholly-Owned Subsidiaries which have not taken the actions described in clauses (D) and (E) and applicable to such Wholly-Owned Subsidiaries in reliance on this proviso (determined as of the last day of the calendar month then last ended) exceeds $1,000,000, at which time all such excluded Wholly-Owned Subsidiaries (and not just those Wholly-Owned Subsidiaries required to reduce the aggregate gross book value of such Shell Corporationexcluded Wholly-Owned Subsidiaries to below $1,000,000) shall take the actions described in clauses (D) and (E) and applicable to such Wholly-Owned Subsidiaries.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary contained in immediately succeeding clause (b)this Agreement, the Borrower Parent will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; PROVIDED that, provided that the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as as, in each case, (Ai) at least 1 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, 15 days' prior written notice thereof is given to the Administrative Agent (provided that no or such notice shall be required shorter period of time as is acceptable to be given in the case of a Shell CorporationAgent), (Bii) subject to Sections 9.11(d) and 9.12, the Equity Interests capital stock of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreements andAgreement and the certificates, if such Equity Interests constitute certificated Equity Interestsany, the certificates representing such Equity Interestsstock, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured CreditorsAgent, (Ciii) such new Subsidiary (other than a Foreign Subsidiary except to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of otherwise required pursuant to Section 9.11, to become 8.12) promptly executes a Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts counterpart of the Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Pledge Agreement and such the Security Documents as would have been entered into by the respective Subsidiary if same had been a Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing DateAgreement, and (Div) such new Wholly-Owned Subsidiary, to the extent requested by any the Agent or the Required LendersBanks, takes all other actions required pursuant to Section 9.11 8.11, (includingB) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, without limitationin each such case (i) with respect to each Wholly-Owned Subsidiary acquired pursuant to a Permitted Acquisition, tothe actions specified in preceding clause (A) shall be taken and (ii) with respect to each Subsidiary which is not a Wholly-Owned Subsidiary and is acquired pursuant to a Permitted Acquisition, at its own expenseall capital stock thereof owned by any Credit Party shall be pledged pursuant to the Pledge Agreement and (c) the Borrower may acquire Subsidiaries from Tri-Star Holdings as a result of Tri-Star Holdings Asset Contributions. In addition, execute, acknowledge each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formeddelivered, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after all other relevant documentation of the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.type described

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary contained in immediately succeeding clause (b)this Agreement, the Borrower Parent will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Restatement Effective Date any Subsidiary; PROVIDED that, provided that (A) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as as, in each case, (Ai) at least 1 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, 15 days' prior written notice thereof is given to the Administrative Agent (provided that no or such notice shall be required shorter period of time as is acceptable to be given in the case of a Shell CorporationAgent), (Bii) subject to Sections 9.11(d) and 9.12, the Equity Interests capital stock of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreements andAgreement and the certificates, if such Equity Interests constitute certificated Equity Interestsany, the certificates representing such Equity Interestsstock, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured CreditorsAgent, (Ciii) such new Subsidiary (other than a Foreign Subsidiary except to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of otherwise required pursuant to Section 9.11, to become 8.12) promptly executes a Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts counterpart of the Subsidiaries Guaranty, the Intercompany Subordination Pledge Agreement and the Security Agreement, and (iv) to the Intercreditor Agreement and such Security Documents as would have been entered into extent requested by the respective Subsidiary if same had been a Subsidiary Guarantor on Agent or the Initial Borrowing DateRequired Banks, and takes all action in connection therewith as would otherwise have been actions required to be taken pursuant to Section 6 of the Original Credit Agreement if 8.11 and (B) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such new case (i) with respect to each Wholly-Owned Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in preceding clause (A) shall be taken and (ii) with respect to each Subsidiary which is not a Wholly-Owned Subsidiary and is acquired pursuant to a Permitted Acquisition, all capital stock thereof owned by any Credit Party shall be pledged pursuant to the Pledge 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 of the type described in Section 5 as such new Subsidiary would have had been to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Restatement Effective Date, and (D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided in immediately succeeding clause (b), the U.S. Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the U.S. Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 within 15 Business Day’s Days (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given (x) in the case of a Shell CorporationCorporation or (y) in the case of a Foreign Subsidiary entitled to defer the taking of actions otherwise required by this Section 9.11(a) as a result of the application of clause (z) of the immediately succeeding proviso), (B) subject to Sections 9.11(d8.11(d) and 9.128.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and/or Foreign Security Agreements and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.118.11, to become a U.S. Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the U.S. Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a U.S. Subsidiary Guarantor under the Original Credit Agreement on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 5 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a U.S. Credit Party under the Original Credit Agreement on the Initial Borrowing Date, (D) to the extent such new Wholly-Owned Subsidiary is organized in a Qualified Non-U.S. Jurisdiction and is required, in accordance with the applicable provisions of Section 8.11, to become a Foreign Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the Foreign Subsidiaries Guaranty, the Intercompany Subordination Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Foreign Subsidiary Guarantor under the Original Credit Agreement on the Initial Borrowing Date (determined in accordance with the criteria described in Sections 5.15, 5.17 and 5.18(b) of the Original Credit Agreement), and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Foreign Credit Party under the Original Credit Agreement on the Initial Borrowing Date, (E) to the extent such new Wholly-Owned Subsidiary is organized in a Non-Qualified Jurisdiction and is required, in accordance with the applicable provisions of Section 8.11, to become a Foreign Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the Foreign Subsidiaries Guaranty and, in each case unless the Administrative Agent otherwise agrees based on advice of local counsel, the Int ercompany Subordination Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Foreign Subsidiary Guarantor under the Original Credit Agreement organized in such Non-Qualified Jurisdiction on the Initial Borrowing Date (determined in accordance with the criteria described in Sections 5.15, 5.17 and 5.18(b) of the Original Credit Agreement), and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5 of the Origi- nal Credit Agreement if such new Wholly-Owned Subsidiary had been a Foreign Credit Party under the Original Credit Agreement organized in such Non-Qualified Jurisdiction on the Initial Borrowing Date and (DF) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 8.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause clauses (C), (D) and (E) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the U.S. Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B), (C), (D) and (CE) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell CorporationCorporation and (z) in the case of a newly-formed Wholly-Owned Subsidiary of the U.S. Borrower organized in (i) a Qualified Non-U.S. Jurisdiction or (ii) a Non-Qualified Jurisdiction in which an existing Foreign Subsidiary Guarantor is organized, the actions described in clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiary, shall not be required to be taken by such Wholly-Owned Subsidiary if the gross book value of its assets (determined as of the last day of the calendar month then last ended) is less than $10,000,000, until (and only until) the aggregate gross book value of all Wholly-Owned Subsidiaries which have not taken the actions described in clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiaries in reliance on this proviso (determined as of the last day of the calendar month then last ended) exceeds $20,000,000, at which time all such excluded Wholly-Owned Subsidiaries (and not just those Wholly-Owned Subsidiaries required to reduce the aggregate gross book value of such excluded Wholly-Owned Subsidiaries to below $20,000,000) shall take the actions described in clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiaries.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary contained in immediately succeeding clause (b)this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Second Restatement Effective Date any Subsidiary, provided Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 9.05(l)); PROVIDED that the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as as, in each case, (Ai) at least 1 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, 10 days' prior written notice thereof is given to the Administrative Agent (provided that no or such notice shall be required shorter period of time as is acceptable to be given in the case of a Shell CorporationAdministrative Agent), (Bii) subject to Sections 9.11(d) and 9.12, the Equity Interests capital stock of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreements andAgreement and the certificates, if such Equity Interests constitute certificated Equity Interestsany, the certificates representing such Equity Interestsstock, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured CreditorsAgent, (Ciii) such new Subsidiary (other than a Foreign Subsidiary except to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of otherwise required pursuant to Section 9.11, to become 8.12) promptly executes a Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts counterpart of the Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Pledge Agreement and such the Security Documents as would have been entered into by the respective Subsidiary if same had been a Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing DateAgreement, and (Div) such new Wholly-Owned Subsidiary, to the extent requested by any the Administrative Agent or the Required LendersBanks, such new Subsidiary takes all other actions required pursuant to Section 9.11 8.11 and (includingB) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, without limitationin each such case (i) with respect to each Wholly-Owned Subsidiary acquired pursuant to a Permitted Acquisition, tothe actions specified in preceding clause (A) shall be taken and (ii) with respect to each Subsidiary which is not a Wholly-Owned Subsidiary and is acquired pursuant to a Permitted Acquisition, at its own expenseall capital stock or other equity interests thereof owned by any Credit Party shall be pledged pursuant to the Pledge Agreement. In addition, execute, acknowledge each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formeddelivered, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after all other relevant documentation of the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions type described in clauses (B) and (C) and applicable Section 5 as such new Subsidiary would have had to deliver if such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after new Subsidiary were an ASHS Acquired Subsidiary on the creation or establishment of such Shell CorporationASHS Acquisition Date.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary contained in immediately succeeding clause (b)this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Restatement Effective Date any Subsidiary, provided Subsidiary (other than Joint Ventures permitted to be established in accordance with the requirements of Section 9.05(l)); PROVIDED that the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as as, in each case, (Ai) at least 1 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, 10 days' prior written notice thereof is given to the Administrative Agent (provided that no or such notice shall be required shorter period of time as is acceptable to be given in the case of a Shell CorporationAdministrative Agent), (Bii) subject to Sections 9.11(d) and 9.12, the Equity Interests capital stock of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreements andAgreement and the certificates, if such Equity Interests constitute certificated Equity Interestsany, the certificates representing such Equity Interestsstock, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured CreditorsAgent, (Ciii) such new Subsidiary (other than a Foreign Subsidiary except to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of otherwise required pursuant to Section 9.11, to become 8.12) promptly executes a Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts counterpart of the Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Pledge Agreement and such the Security Documents as would have been entered into by the respective Subsidiary if same had been a Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing DateAgreement, and (Div) such new Wholly-Owned Subsidiary, to the extent requested by any the Administrative Agent or the Required LendersBanks, such new Subsidiary takes all other actions required pursuant to Section 9.11 8.11 and (includingB) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, without limitationin each such case (i) with respect to each Wholly-Owned Subsidiary acquired pursuant to a Permitted Acquisition, tothe actions specified in preceding clause (A) shall be taken and (ii) with respect to each Subsidiary which is not a Wholly-Owned Subsidiary and is acquired pursuant to a Permitted Acquisition, at its own expenseall capital stock or other equity interests thereof owned by any Credit Party shall be pledged pursuant to the Pledge Agreement. In addition, execute, acknowledge each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formeddelivered, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after all other relevant documentation of the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions type described in clauses (B) and (C) and applicable Section 5 as such new Subsidiary would have had to deliver if such Shell Corporation shall not be required to be taken (so long as same remains new Subsidiary were a Shell Corporation) until 60 days after New Credit Party on the creation or establishment of such Shell CorporationRestatement Effective Date.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given in the case of a Shell Corporation), (B) subject to Sections 9.11(d) and 9.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.11, to become a Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing Date, and (D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such -163- newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary contained in immediately succeeding clause (b)this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or establish, create and, to the extent permitted by Section 8.14, acquire Subsidiaries (which, except as expressly permitted by Section 8.14, shall be Wholly-Owned Subsidiaries Subsidiaries) so long as as, in each case, (Ai) at least 1 10 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, Days’ prior written notice thereof is given to the Administrative Agent (provided that no or such lesser prior written notice shall as may be required agreed to be by the Administrative Agent in any given in the case of a Shell Corporationcase), (Bii) subject to Sections 9.11(d) and 9.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreements andAgreement and (subject to the provisions of the Intercreditor Agreement) the certificates, if such Equity Interests constitute certificated Equity Interestsany, the certificates representing such Equity Interests, together with stock or other appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured CreditorsAgent, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.11, to become a Subsidiary Guarantor, (iiii) such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary) promptly executes and delivers counterparts a counterpart of the Subsidiaries Guaranty, the Intercompany Subordination Pledge Agreement and the Security Agreement, and (iv) to the Intercreditor Agreement and such Security Documents as would have been entered into extent requested by the respective Subsidiary if same had been a Subsidiary Guarantor on Administrative Agent or the Initial Borrowing DateRequired Lenders, and takes all action in connection therewith as would otherwise have been actions required to be taken pursuant to Section 6 8.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the Original Credit Agreement type described in Section 5 as such new Subsidiary would have had to deliver if such new Wholly-Owned Subsidiary had been were a Credit Party on the Initial Borrowing Date, and (D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the U.S. Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 within 15 Business Day’s Days (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given (x) in the case of a Shell CorporationCorporation or (y) in the case of a Foreign Subsidiary entitled to defer the taking of actions otherwise required by this Section 9.11(a) as a result of the application of clause (z) of the immediately succeeding proviso), (B) subject to Sections 9.11(d8.11(d) and 9.128.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and/or Foreign Security Agreements and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.118.11, to become a U.S. Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the U.S. Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a U.S. Subsidiary Guarantor under the Original Credit Agreement on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 5 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a U.S. Credit Party under the Original Credit Agreement on the Initial Borrowing Date, and (D) to the extent such new Wholly-Owned Subsidiary is organized in a Qualified Non-U.S. Jurisdiction and is required, in accordance with the applicable provisions of Section 8.11, to become a Foreign Subsidiary Guarantor, (i) such new Wholly-Owned SubsidiarySubsidiary executes and delivers counterparts of the Foreign Subsidiaries Guaranty, to the extent requested Intercompany Subordination Agreement and such Security Documents as would have been entered into by any Agent or the Required Lendersrespective Subsidiary if same had been a Foreign Subsidiary Guarantor under the Original Credit Agreement on the Initial Borrowing Date (determined in accordance with the criteria described in Sections 5.15, 5.17 and 5.18(b) of the Original Credit Agreement), and takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record action in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be connection therewith as would otherwise have been required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.pursuant to

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower Exide U.S. will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower Exide U.S. and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 15 Business Day’s Days’ (or such longer lesser period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, prior written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given in the case of a Shell Corporation)Agent, (B) subject to Sections 9.11(d) and 9.12Section 8.11(d), the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and/or Foreign Security Agreements (in a manner consistent with the Guarantee and Security Principles) and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the applicable Secured Creditors, and (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance complies with the applicable provisions requirements of Section 9.11, to become 8.11 (and in a Subsidiary Guarantor, (i) such new manner consistent with the Guarantee and Security Principles); provided that in the case of a newly-formed Wholly-Owned Subsidiary executes and delivers counterparts of the Subsidiaries GuarantyExide U.S. organized in a Qualified Foreign Jurisdiction, the Intercompany Subordination Agreement, the Intercreditor Agreement and actions described in clause (C) applicable to such Security Documents as would have been entered into by the respective Subsidiary if same had been a Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing Date, and (D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken by such Wholly-Owned Subsidiary if the gross book value of its assets (so long determined as same remains a Shell Corporationof the last day of the calendar month then last ended) is less than $1,000,000, until 60 days after (and only until) the creation or establishment aggregate gross book value of all Wholly-Owned Subsidiaries which have not taken the actions described in clause (C) applicable to such Wholly-Owned Subsidiaries in reliance on this proviso (determined as of the last day of the calendar month then last ended) exceeds $1,000,000, at which time all such excluded Wholly-Owned Subsidiaries (and not just those Wholly-Owned Subsidiaries required to reduce the aggregate gross book value of such Shell Corporationexcluded Wholly-Owned Subsidiaries to below $1,000,000) shall take the actions described in clause (C) applicable to such Wholly-Owned Subsidiaries.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided in immediately succeeding clause (b), the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (A) at least 1 Business Day’s 's (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, written notice thereof is given to the Administrative Agent (provided that no such notice shall be required to be given in the case of a Shell Corporation), (B) subject to Sections 9.11(d) and 9.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and to the extent required by, the applicable Pledge Agreements and, if such Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.11, to become a Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary executes and delivers counterparts of the Subsidiaries Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement and such Security Documents as would have been entered into by the respective Subsidiary if same had been a Subsidiary Guarantor on the Initial Borrowing Date, and takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 6 of the Original Credit Agreement if such new Wholly-Owned Subsidiary had been a Credit Party on the Initial Borrowing Date, and (D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.and

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary contained in immediately succeeding clause (b)this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary, ; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or establish, create and, to the extent permitted by Section 8.14, acquire Subsidiaries (which, except as expressly permitted by Section 8.14, shall be Wholly-Owned Subsidiaries Subsidiaries) so long as as, in each case, (Ai) at least 1 10 Business Day’s (or such longer period as is acceptable to the Administrative Agent in any given case) of such establishment, creation or acquisition, as the case may be, Days’ prior written notice thereof is given to the Administrative Agent (provided that no or such lesser prior written notice shall as may be required agreed to be by the Administrative Agent in any given in the case of a Shell Corporationcase), (Bii) subject to Sections 9.11(d) and 9.12, the Equity Interests of each such new Wholly-Owned Subsidiary (if same is an Unrestricted Subsidiary) are promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreements andAgreement and the certificates, if such Equity Interests constitute certificated Equity Interestsany, the certificates representing such Equity Interests, together with stock or other appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured CreditorsAgent, (C) to the extent such new Wholly-Owned Subsidiary is required, in accordance with the applicable provisions of Section 9.11, to become a Subsidiary Guarantor, (iiii) such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary) promptly executes and delivers counterparts a counterpart of the Subsidiaries Guaranty, the Intercompany Subordination Pledge Agreement and the Security Agreement, and (iv) to the Intercreditor Agreement and such Security Documents as would have been entered into extent requested by the respective Subsidiary if same had been a Subsidiary Guarantor on Administrative Agent or the Initial Borrowing DateRequired Lenders, and takes all action in connection therewith as would otherwise have been actions required to be taken pursuant to Section 6 8.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the Original Credit Agreement type described in Section 5 as such new Subsidiary would have had to deliver if such new Wholly-Owned Subsidiary had been were a Credit Party on the Initial Borrowing Date, and (D) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or the Required Lenders, takes all other actions required pursuant to Section 9.11 (including, without limitation, to, at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the applicable Security Documents); provided that (x) the Credit Documents required to be executed and delivered pursuant to clause (C) by such newly formed, created or acquired Subsidiary shall not be required to be so executed and delivered until 45 days after the formation, creation or acquisition of such Subsidiary, and (y) in the case of a Shell Corporation created or established by the Borrower or any of its Wholly-Owned Subsidiaries, the actions described in clauses (B) and (C) and applicable to such Shell Corporation shall not be required to be taken (so long as same remains a Shell Corporation) until 60 days after the creation or establishment of such Shell Corporation.