Common use of Limitation on the Creation of Subsidiaries Clause in Contracts

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(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, in each case, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of 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 Equity Interests, together with appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. 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 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 to the extent requested by the Administrative Agent.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that (1) the Borrower and its Company may establish or create non-Wholly-Owned Subsidiaries pursuant to Section 8.05(xv), (xvii) or (xviii) and (2) the Company and its Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long asSubsidiaries (it being understood and agreed that, in each caseconnection with the creation of any non-Wholly-Owned Subsidiary under Section 8.05(xv) and any Wholly-Owned Subsidiary, subject to the terms and conditions of Section 7.11 hereof, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent capital stock of such new Subsidiary (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given caseother than a Foreign Holdco) to the extent such Subsidiary is required owned by the Company or any other Credit Party (up to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if 65% of the capital stock of any such new Subsidiary Foreign Subsidiary) is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, Agent and (iiiii) such new Subsidiary (other than to the extent it is a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Domestic Subsidiary)) promptly executes a counterpart of the Subsidiaries GuarantyPledge Agreement, the Pledge Agreement and the Security Agreement, the ABL/Term Loan Intercreditor Agreement and (iv) the Subsidiary Guarantee, in each case by executing and delivering to the extent requested by the Administrative Agent a counterpart of a Joinder Agreement, 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 Restatement Effective Date or Original Closing Date; provided that in the Required Lenderscase of any Foreign Holdco, takes all actions required pursuant recourse on any Guarantee by such Foreign Holdco shall be limited to Section 9.11the Collateral pledged by such Foreign Holdco. In addition, at the reasonable request of the Administrative Agent, 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 of the type described in Section 6 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 Restatement Effective Date to the extent requested by the Administrative Agentor Original Closing Date.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that (1) the Borrower may establish or create non-Wholly-Owned Subsidiaries pursuant to Section 9.05(xvi), (xix) or (xx) and (2) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long asSubsidiaries (it being understood and agreed that, in each caseconnection with the creation of any non-Wholly-Owned Subsidiary under Section 9.05(xvi) and any Wholly-Owned Subsidiary, subject to the terms and conditions of Section 8.12 hereof, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests capital stock of such new Subsidiary are to the extent owned by the Borrower (up to 65% of the capital stock of any such new Foreign Subsidiary) or any other Credit Party is promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, Agent and (iiiii) such new Subsidiary (other than to the extent it is a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Domestic Subsidiary)) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the a Pledge Agreement and the a Security Agreement, in each case on the same basis (and (iv) to the extent requested by same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11Initial Borrowing Date). In addition, at the reasonable request of the Administrative Agent, 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 of the type described in Section 6 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 to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that (1) the Borrower and its Company may establish or, create or acquire non-Wholly-Owned Subsidiaries pursuant to Section 8.05(xv), (xvii) or (xviii) and (2) the Company and its Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long asSubsidiaries (it being understood and agreed that, in each caseconnection with the creation of any non-Wholly-Owned Subsidiary under Section 8.05(xv) and any Wholly-Owned Subsidiary, subject to the terms and conditions of Section 7.11 hereof, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent capital stock of such new Subsidiary (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given caseother than a Foreign Holdco) to the extent such Subsidiary is required owned by the Company or any other Credit Party (up toand with respect to become a Subsidiary Guarantor pursuant to Section 9.11 Foreign Subsidiaries, 65% of the voting capital stock and clause (iii) below, which notice shall specify, if 100% of the non-voting capital stock of any such new Subsidiary Foreign Subsidiary) is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, Agent and (iiiii) such new Subsidiary (other than to the extent it is a Foreign Domestic Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial that is not a Non-Guarantor Subsidiary)) promptly executes a counterpart of the Subsidiaries GuarantyPledge Agreement, the Pledge Agreement and the Security Agreement, the ABL/Term Loan Intercreditor Agreement, any Pari Passu Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement and (iv) the Subsidiary Guarantee, in each case by executing and delivering to the extent Administrative Agent a counterpart of a Joinder Agreement, 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 Restatement Effective Date or Original Closing Date; provided that in the case of any Foreign Holdco, recourse on any Guarantee by such Foreign Holdco shall be limited to the Collateral pledged by such Foreign HoldcoClosing Date and shall deliver such documents and shall take such actions required by the foregoing Credit Documents or reasonably requested by the Administrative Agent or Collateral Agent to create and perfect the Required Lenders, takes all actions required security interests of the Collateral Agent granted or purported to be created pursuant to Section 9.11the Credit Documents. In addition, at the reasonable request of the Administrative Agent, 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 of the type described in Section 6 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 Restatement Effective Date or Original Closing Date. Notwithstanding the foregoing, so long as New U.S. LLC does not engage in any business activities and does not incur material liabilities or hold material assets, in each case other than the holding and administration of intercompany loan facility agreements, clause (2) of the first proviso in this Section 8.11 shall not apply to the extent requested creation of New U.S. LLCClosing Date. If any Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary in accordance with the terms hereof, such Subsidiary shall take the actions specified herein as though it was a newly established Subsidiary; provided that in the case of any Foreign Holdco, recourse on any Guarantee by such Foreign Holdco shall be limited to the Administrative AgentCollateral pledged by such Foreign Holdco.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that (1) the Borrower and its Company may establish or create non-Wholly-Owned Subsidiaries pursuant to Section 8.05(xv), (xvii) or (xviii) and (2) the Company and its Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long asSubsidiaries (it being understood and agreed that, in each caseconnection with the creation of any non-Wholly-Owned Subsidiary under Section 8.05(xv) and any Wholly-Owned Subsidiary, subject to the terms and conditions of Section 7.11 hereof, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests capital stock of such new Subsidiary are to the extent owned by the Company (up to 65% of the capital stock of any such new Foreign Subsidiary) or any other Credit Party is promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, Agent and (iiiii) such new Subsidiary (other than to the extent it is a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Domestic Subsidiary)) promptly executes a counterpart of the Subsidiaries GuarantyPledge Agreement, the Pledge Agreement and the Security Agreement, the ABL/Term Loan Intercreditor Agreement and (iv) the Subsidiary Guarantee, in each case by executing and delivering to the extent requested by the Administrative Agent or a counterpart of a Joinder Agreement, in each case on the Required Lenders, takes all actions required pursuant same basis (and to Section 9.11the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Closing Date). In addition, at the reasonable request of the Administrative Agent, 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 of the type described in Section 6 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 to the extent requested by the Administrative AgentClosing Date.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall may be permitted to establish, create and, to the extent permitted by this Agreement, acquire established or created so long as either (A) such Wholly-Owned SubsidiariesSubsidiary is created in order to effect a Permitted Acquisition and has no assets except those contributed substantially contemporaneously with such Permitted Acquisition, so long as, in each case, as upon consummation of such Permitted Acquisition such Subsidiary complies with the provisions of clause (B) hereof or (B) (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if capital stock of such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant toto a Pledge Agreement (limited, and in the case of the stock of Foreign Subsidiary, to no more than the extent required by, this Agreement 65% of its capital stock owned by the Borrower or any Subsidiary Guarantor) and the Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iiiii) such new Subsidiary (other than Subsidiary, to the extent that it is a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Material Domestic Subsidiary)) , promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, in each case on the same basis (and (iv) to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. 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 type described in Section 6 same extent) as such new Subsidiary would have had to deliver executed such Credit Documents if such new Subsidiary it were a Credit Party on the Initial Borrowing Date Date, and (iii) to the extent requested by the Administrative AgentAgent or the Required Banks, any such new Domestic Subsidiary takes all actions required pursuant to Section 7.12.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided PROVIDED that the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, Section 8.05(l) or Section 8.05(n) OF THIS EXHIBIT E so long as, in each case, (i) at least 5 Business Days’ 15 days' prior written notice thereof is given to the Administrative Agent LANDLORD (or such lesser prior written notice shorter period of time as may be agreed is acceptable to the LANDLORD), (ii) unless otherwise consented to by the Administrative Agent in any given case) to the extent LANDLORD because such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) belowForeign Subsidiary, which notice shall specify, if the capital stock of such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of 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 Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise consented to by the LANDLORD because such Subsidiary is a Foreign Subsidiary, such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required LendersLANDLORD, takes all actions required pursuant to Section 9.117.11 OF THE AGREEMENT, PROVIDED that no such action will be required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party to a preexisting agreement which prohibits such new Subsidiary from executing a Guaranty; PROVIDED, FURTHER, such preexisting agreement was not entered into for the purpose of avoiding the requirements of Section 8.14 OF THIS EXHIBIT E and the restrictions contained therein are no more adverse to the Company and its Subsidiaries than to the other equity owners in such new Subsidiary. 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 6 5 OF THE AGREEMENT as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided PROVIDED that the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, Section 8.05(l) or Section 8.05(n) so long as, in each case, (i) at least 5 Business Days’ 15 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice shorter period of time as may be agreed is acceptable to the Agent), (ii) unless otherwise consented to by the Administrative Agent in any given case) to the extent because such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) belowForeign Subsidiary, which notice shall specify, if the capital stock of such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of 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 Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise consented to by the Agent because such Subsidiary is a Foreign Subsidiary, such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.117.11, PROVIDED that no such action will be required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party to a preexisting agreement which prohibits such new Subsidiary from executing a Guaranty; PROVIDED, FURTHER, such preexisting agreement was not entered into for the purpose of avoiding the requirements of Section 8.14 and the restrictions contained therein are no more adverse to the Company and its Subsidiaries than to the other equity owners in such new Subsidiary. 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 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, Holdings and the Borrower will not, and will not permit any of its their Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary Subsidiary; PROVIDED that (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b)); provided that a) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create andWholly-Owned Subsidiaries (or, to the extent permitted by this Agreementpursuant an investment made under Section 8.05(xix), acquire non-Wholly-Owned Subsidiaries), so long as, in each casesubject to the terms and conditions of Section 7.12 hereof, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests capital stock of such new Subsidiary are to the extent owned by the Borrower or any other Credit Party (up to 65% of the capital stock of any such new Foreign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, Agent and (iiiii) such new Subsidiary (other than to the extent it is a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Domestic Subsidiary)) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the a Pledge Agreement and the a Security Agreement, 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 New Credit Party on the Merger Date and (ivb) the Dynavox LLC may be created pursuant to the extent requested by Dynavox Restructuring so long as the Administrative Agent or requirements relating to Dynavox LLC set forth in Section 7.16 are satisfied on and after the Required Lenders, takes all actions required pursuant to Section 9.11Merger Date. In addition, at the reasonable request of the Administrative Agent, 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 6 7.16 as such new Subsidiary would have had to deliver if such new Subsidiary were a New Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentMerger Date.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that that, the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establishestablish or create (x) Subsidiaries as a result of investments made pursuant to Section 8.05(u); (y) Subsidiaries in connection with, create andor pursuant to, to the extent permitted by this Agreementa Permitted Acquisition as set forth in Section 8.02(r), acquire and (z) other Wholly-Owned Subsidiaries, so long as, in each case, so long as (i) at least 5 Business Days’ 30 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests capital stock of such new Subsidiary are promptly is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)except to the extent otherwise required pursuant to Section 7.13) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.117.11. 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 type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party Subsidiary of the Borrower on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, Subsidiaries so long as, in each case, as (i) at least 5 Business Days’ 30 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests of capital stock or any other equity interest in such new Subsidiary are promptly is pledged (or a security interest is granted therein) pursuant to, and to the extent required by, this the Borrower and Subsidiary Pledge Agreement or the Security Agreement, as the case may be, and the Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, or such equity interest are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)except to the extent otherwise required pursuant to Section 7.11) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the Borrower and Subsidiary Pledge Agreement (if it has any Subsidiaries) and the Security Agreement, and (iv) to the extent requested by the Administrative Agent, the Collateral Agent or the Required Lenders, takes all actions required pursuant to Section 9.117.09. In addition, the Borrower shall cause 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 of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentClosing Date.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this -71- Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, Section 8.05(j) so long as, in each case, (i) at least 5 Business Days’ 15 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice shorter period of time as may be agreed is acceptable to the Agent), (ii) unless otherwise consented to by the Administrative Agent in any given case) to the extent because such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) belowForeign Subsidiary, which notice shall specify, if the capital stock of such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of 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 Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise consented to by the Agent because such Subsidiary is a Foreign Subsidiary, such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent, the Co-Agent or the Required Lenders, takes all actions required pursuant to Section 9.117.11, provided that no such action will be required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party to a preexisting agreement which prohibits such new Subsidiary from executing a Guaranty; provided, further, such preexisting agreement was not entered into for the purpose of avoiding the requirements of Section 8.14 and the restrictions contained therein are no more adverse to the Company and its Subsidiaries than to the other equity owners in such new Subsidiary. 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 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the US Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than NonSubsidiary; provided that Wholly-Wholly Owned Subsidiaries permitted to may be established, created or acquired in accordance connection with a Permitted Acquisition pursuant to Section 8.02(f) or an acquisition pursuant to Section 8.02(g) so long as (i) in the requirements case of Section 10.15(b)); provided that the Borrower and its a Wholly-Owned Subsidiaries shall be permitted Subsidiary created in order to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long as, in each case, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become effect a Subsidiary Guarantor Permitted Acquisition pursuant to Section 9.11 and clause (iii8.02(f) belowor an acquisition pursuant to Section 8.02(g), which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for has no assets except those contributed substantially contemporaneously with such characterizationPermitted Acquisition or such other acquisition, (ii) the Equity Interests capital stock of each such new Subsidiary are is promptly pledged pursuant to, and to the extent required by, this the US Pledge Agreement or other relevant documentation and the Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary, to the extent that it is a Domestic Subsidiary (other than and, to the extent required by Section 7.12, in the case of a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) , promptly executes a counterpart of the Subsidiaries US Subsidiary Guaranty, the Foreign Guaranty, the US Pledge Agreement and the US Security Agreement, 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 Restatement Effective Date, provided that in the case where a Domestic Subsidiary is acquired pursuant to a -------- Permitted Acquisition in which the aggregate consideration paid therefor is less than $10,000,000, such new Domestic Subsidiary shall execute a counterpart of such Credit Documents within 45 days after the consummation of such Permitted Acquisition, (iv) such new Subsidiary, to the extent that it is a Foreign Subsidiary, promptly executes a counterpart of the Foreign Guaranty, in each case on the same basis (and to the same extent) as such Foreign Subsidiary would have executed such Foreign Guaranty if it were a Credit Party on the Restatement Effective Date (except to the extent that the entering into of such Foreign Guaranty by such Foreign Subsidiary would be contrary to, or inconsistent with local practice under, any law applicable to such Foreign Subsidiary, in each such case as such determination is reasonably agreed to by the Administrative Agent), and (ivv) to the extent requested by the Administrative Agent or the Required LendersBanks, any such new Domestic Subsidiary (and Foreign Subsidiary to the extent required by Section 7.11(j) or 7.12) takes all actions required pursuant to Section 9.11. In addition7.11(j) or 7.12, 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 as 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 to the extent requested by the Administrative Agentcase may be.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything ------------------------------------------ to the contrary contained in this Agreement, the no Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall may be permitted to establish, create established or created and, to in connection with a Permitted Acquisition, acquired, in each case so long as (i) in the extent permitted by this Agreement, acquire case of a Wholly-Owned SubsidiariesSubsidiary created in order to effect a Permitted Acquisition, so long as, in each case, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if has no assets except those contributed substantially contemporaneously with such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationPermitted Acquisition, (ii) the Equity Interests capital stock of each such new Subsidiary are is promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guarantyapplicable Guaranty (or another guaranty in substantially similar form if needed), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Guaranties if it were a Credit Party on the Effective Date, (iv) such new Subsidiary, to the extent that it is a Material Subsidiary, executes a counterpart of the applicable Pledge Agreement and Security Agreement (or another pledge agreement or security agreement, as the Security Agreementcase may be, in substantially similar form if needed), 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 Effective Date, and (ivv) to the extent requested by the Administrative Agent or the Required Lenders, any such new Subsidiary, to the extent that it is a Material Subsidiary, takes all actions required pursuant to Section 9.11. 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 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 to the extent requested by the Administrative Agent7.12.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything ------------------------------------------ to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that that, (a) the Borrower and its -------- Wholly-Owned Subsidiaries (other than the Receivables Entity) shall be permitted to establish, establish or create and, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.06(r) and (y) Wholly-Owned Subsidiaries, Subsidiaries so long as, in each case, as (i) at least 5 Business Days’ 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Agent) is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests capital stock of such new Subsidiary are promptly is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)except to the extent otherwise required pursuant to Section 7.16) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.117.11 and (b) the Receivables Entity may become a Subsidiary of the Borrower. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document (other than the Receivables Entity) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. Joint Ventures ---------------------------------------------------------- and Unrestricted Subsidiaries. (a) Notwithstanding anything to the contrary ------------------------------ contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary or Unrestricted Subsidiary (other than Non-Wholly Owned Subsidiaries Joint Ventures permitted to be established, created or acquired established in accordance with the requirements of Section 10.15(b7.05(1)); provided -------- that (i) the US Borrower, any of its Wholly-Owned Subsidiaries and any Unrestricted Subsidiary shall be permitted to establish, create or acquire an Unrestricted Subsidiary, so long as (A) if an Unrestricted Subsidiary is established, created or acquired by a Credit Party, the capital stock or other equity interests of such new Unrestricted Subsidiary that is owned by such Credit Party shall be pledged as, and to the extent, required pursuant to the US Collateral and Guaranty Agreement or a Foreign 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, and (B) all Investments by the US Borrower and its Subsidiaries in, or to acquire, any Unrestricted Subsidiary (including as a result of the designation thereof as provided in the definition of Unrestricted Subsidiary) are permitted pursuant to Section 7.05(1), (ii) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, Subsidiaries so long as, in each case, (iA) at least 5 Business Days’ 10 days' (or such shorter period of time as is acceptable to the Administrative Agent) prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (iiB) the Equity Interests capital stock or other equity interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates, if any, representing such Equity Interestsstock or other equity interests, together with stock or other appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent, (iiiC) in the case of a Domestic Subsidiary, such new Domestic Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement US Collateral and the Security Guaranty Agreement, and (ivD) in the case of any Foreign Subsidiary, such new Foreign Subsidiary promptly executes a counterpart of the Foreign Guaranty and, to the extent requested required by Section 6.11(a), the Administrative Agent or the Required Lenders, applicable Security Documents and (E) such new Subsidiary takes all actions required pursuant to Section 9.116.11 and (iii) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case, (A) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in the preceding clause (ii), shall be taken and (B) with respect to each Subsidiary that is acquired pursuant to a Permitted Acquisition, all capital stock or other equity interests thereof owned by any Credit Party shall be pledged pursuant to the US Collateral and Guaranty Agreement (in the case of a Foreign Subsidiary, to the extent required thereby) or a Foreign 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 6 Article V as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent, Holdings and the Borrower will not, and will not permit any of its their Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create andor acquire Wholly-Owned Subsidiaries (or, to the extent permitted by this Agreementpursuant to an investment made under Section 9.05(xviii), acquire non-Wholly-Owned Subsidiaries), so long as, in each case, (i) at least 5 Business Days’ prior written notice thereof is given subject to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to terms and conditions of Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary8.12 hereof, the basis for such characterization, (ii) the Equity Interests capital stock of such new Subsidiary are to the extent owned by the Borrower or any other Domestic Subsidiary (up to 65% of the capital stock of any such new Foreign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. In addition, at the reasonable request of the Administrative Agent, 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 of the type described in Section 6 5.04(a) 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 Effective Date. For the avoidance of doubt, it is understood that a Subsidiary which is not a Material Wholly-Owned Subsidiary upon its establishment, creation or acquisition shall be required to the extent requested by the Administrative Agentcomply with this Section 9.15 promptly upon such Subsidiary first becoming a Material Wholly-Owned Subsidiary.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower such Credit Party will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be establishedthe Captive Subsidiary, created it being understood that Section 11.19 hereof and any other applicable provision in this Agreement or acquired in accordance with the requirements other Loan Documents shall govern the establishment, creation or acquisition of Section 10.15(b)the Captive Subsidiary); provided provided, that (a) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Whollywholly-Owned Subsidiaries, owned Subsidiaries so long as, in each case, (i) at least 5 Business Daysfive (5) days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice shorter period of time as may be agreed is acceptable to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent), (ii) the Equity Interests Capital Stock or other equity interests of such new Subsidiary, to the extent owned by the Borrower or a Subsidiary Guarantor, are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement Agreements to the Collateral Agent for the benefit of the Secured Creditors and the certificates, if any, representing such Equity Interestsstock or other equity interests, together together, if required by such Pledge Agreement, with stock or other appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent, (iii) to the extent that such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guarantya Joinder Agreement, the a Pledge Agreement and the relevant Security Agreement, Documents and (iv) to the extent requested by the Administrative Agent or the Required LendersAgent, such new Subsidiary takes all actions required pursuant to Section 9.1110.06, (b) Subsidiaries may be established, created or acquired pursuant to Permitted Acquisitions so long as, in each such case (i) with respect to each wholly-owned Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in preceding clauses (a)(ii) and (iii) 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 or other equity interests thereof owned by any Credit Party shall be pledged pursuant to a Pledge Agreement to the Collateral Agent for the benefit of the Secured Creditors and (c) the Borrower and any of its Subsidiaries shall be permitted to establish or create a non-wholly-owned Subsidiary, so long as all of the capital stock or other equity interests of such new non-wholly-owned Subsidiary owned by the Borrower or any Subsidiary Guarantor shall be pledged pursuant to a Pledge Agreement to the Collateral Agent for the benefit of the Secured Creditors and the certificates representing such stock or other equity interests, together, if required by such Pledge Agreement, with appropriate transfer powers duly executed in blank, shall be delivered to the Collateral Agent. In addition, each new Subsidiary that is required to execute any Credit Loan Document shall execute and deliver, or cause to be executed and delivereddelivered to the Collateral Agent for the benefit of the Secured Creditors, all other relevant documentation of the type described in Section 6 Article VII as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date Closing Date; provided, that this Section 11.18 shall not apply to the extent requested by the Administrative AgentCaptive Subsidiary.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that that, the Borrower and its -------- Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05(y); and (y) Wholly-Owned Subsidiaries, Subsidiaries so long as, in each case, as (i) at least 5 Business Days’ 30 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests capital stock of such new Subsidiary are promptly is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)except to the extent otherwise required pursuant to Section 7.14) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (iv) such new Subsidiary (if same is a Wholly-Owned Subsidiary or would otherwise be consolidated with the Borrower for federal income tax purposes) executes a counterpart of the Holdings Tax Allocation Agreement or enters into an amendment thereto in form satisfactory to the Agent, and (ivv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.117.11. 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 of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, Holdings and the Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create andor acquire Wholly-Owned Subsidiaries (or, to the extent permitted by this Agreementpursuant to an investment made under Section 8.05(xviii), acquire non-Wholly-Owned Subsidiaries), so long as, in each casesubject to the terms and conditions of Section 7.12 hereof, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests capital stock of such new Subsidiary are to the extent owned by the US Borrower or any other Domestic Subsidiary (up to 65% of the capital stock of any such new Foreign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (ii) if such new Subsidiary is organized under the laws of Canada or the United Kingdom and is owned by the Canadian Borrower, the UK Borrower, or a Subsidiary of either, which is required to execute and deliver a Canadian Subsidiary Guaranty or a UK Subsidiary Guaranty, as the case may be, the capital stock of such Subsidiary is promptly pledged pursuant to the appropriate Security Document and (iii) such new Subsidiary (other than to the extent that it is a Foreign Material Wholly-Owned Subsidiary of the US Borrower organized under the laws of Canada, the United Kingdom or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)the U.S.) promptly executes a counterpart of the Subsidiaries appropriate Subsidiary Guaranty, the a Pledge Agreement and (in the case of any Domestic Subsidiary of the US Borrower, or any Foreign Subsidiary of the US Borrower which is organized under the laws of Canada or the United Kingdom) a Security Agreement, 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 Restatement Effective Date (ivwith such exceptions as may be reasonably satisfactory to the Administrative Agent) and, in the case of any Foreign Subsidiary, to the extent requested by that the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11entering into of such Credit Documents are not prohibited under applicable local law. In addition, at the reasonable request of the Administrative Agent, 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 of the type described in Section 6 5.05(a) 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 Restatement Effective Date. For the avoidance of doubt, it is understood that a Subsidiary which is not a Material Wholly-Owned Subsidiary upon its establishment, creation or acquisition shall be required to the extent requested by the Administrative Agentcomply with this Section 8.15 promptly upon such Subsidiary first becoming a Material Wholly-Owned Subsidiary.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries Joint Ventures permitted to be established, created or acquired established in accordance with the requirements of Section 10.15(b)8.06(z); provided that that, (a) the U.S. Borrower and its Wholly-Owned Subsidiaries (other than the Receivables Entity) shall be permitted to establish, establish or create and, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.06(r) and (y) Wholly-Owned Subsidiaries, Subsidiaries so long as, in each case, as (i) at least 5 Business Days’ 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests capital stock of such new Subsidiary are promptly is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)except to the extent otherwise required pursuant to Section 7.16) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.117.11 and (b) the Receivables Entity may become a Subsidiary of the U.S. Borrower. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document (other than the Receivables Entity) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentEffective Date.

Limitation on the Creation of Subsidiaries. (a) ------------------------------------------ Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries Joint Ventures permitted to be established, created or acquired established in accordance with the requirements of Section 10.15(b)8.06(z); provided that that, (a) the U.S. Borrower and its Wholly-Owned Subsidiaries -------- (other than the Receivables Entity) shall be permitted to establish, establish or create and, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.06(r) and (y) Wholly-Owned Subsidiaries, Subsidiaries so long as, in each case, as (i) at least 5 Business Days’ 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests capital stock of such new Subsidiary are promptly is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)except to the extent otherwise required pursuant to Section 7.16) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.117.11 and (b) the Receivables Entity may become a Subsidiary of the U.S. Borrower. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document (other than the Receivables Entity) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentEffective Date.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the no Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than NonSubsidiary; provided that Wholly-Wholly Owned Subsidiaries permitted to may be established, created or acquired in accordance connection with a Permitted Acquisition so long as (i) in the requirements case of Section 10.15(b)); provided that the Borrower and its a Wholly-Owned Subsidiaries shall be permitted Subsidiary created in order to establisheffect a Permitted Acquisition, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long as, in each case, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if has no assets except those contributed substantially contemporaneously with such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationPermitted Acquisition, (ii) the Equity Interests capital stock of each such new Subsidiary are is promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guarantyapplicable Guaranty (or another guaranty in substantially similar form if needed), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Guaranties if it were a Credit Party on the Effective Date, (iv) such new Subsidiary, to the extent that is a Material Subsidiary, executes a counterpart of the applicable Pledge Agreement and Security Agreement (or another pledge agreement or security agreement, as the Security Agreementcase may be, in substantially similar form if needed), 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 Effective Date, and (ivv) to the extent requested by the Administrative Agent or the Required Lenders, any such new Subsidiary, to the extent that it is a Material Subsidiary, takes all actions required pursuant to Section 9.11. 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 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 to the extent requested by the Administrative Agent7.12.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that (a) the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create andWholly-Owned Subsidiaries (or, to the extent permitted contemplated by this Agreementthe second proviso to clause (l) of Section 8.02, acquire Subsidiaries that are not Wholly-Owned Subsidiaries, ) so long as, in each case, as (i) at least 5 Business Days’ 30 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests capital stock of such new Subsidiary are promptly is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)except to the extent otherwise required pursuant to Section 7.12) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement, the Indemnity, Subrogation and Contribution Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.117.11. and (b) a Subsidiary of the Canadian Borrower may acquire a majority interest in Xxxxxx Scientific of the Netherlands B.V. 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 of the type described in Section 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the Borrower Holdings and its Wholly-Wholly Owned -------- Subsidiaries shall be permitted to establishestablish or create Subsidiaries as a result of investments made pursuant to Section 9.05(i), create and(k), to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, (l) or (n) so long as, except in each casethe case of any Subsidiary that will be merged with and into Holdings or any of its Wholly Owned Subsidiaries as promptly as practicable after an Investment made pursuant to Section 9.05(i), (k), (l) or (n), the following conditions are met: (i) at least 5 Business Days’ 10 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice shorter period of time as may be agreed is acceptable to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent), (ii) the Equity Interests capital stock of such new Subsidiary are is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement; provided, -------- however, that notwithstanding the foregoing, such Subsidiary shall in no event ------- be required to guarantee the Obligations in excess of the amounts permitted under the indenture pursuant to which the 11 3/4% New Notes were issued (the "New Indenture"); and provided, further that as long as the New Indenture is in -------------- -------- ------- effect no new Subsidiary established, created or acquired after the Effective Date shall have total assets having a fair market value in excess of $20,000,000 and, notwithstanding Section 9.05, such assets (other than a de minimis amount for the purpose of forming a new Subsidiary) shall be held by such new Subsidiary solely as the result of a Permitted Acquisition occurring after the Effective Date, and (iv) to the extent requested by the Administrative Agent or the Required LendersBanks, takes all actions required pursuant to Section 9.118.11; provided that no such action will be required by any new Subsidiary (that is not -------- a Wholly Owned Subsidiary) to the extent such new Subsidiary is a party to a pre-existing agreement which prohibits such new Subsidiary from executing a Guaranty; provided further, such pre-existing agreement was not entered into for -------- ------- the purpose of avoiding the requirements of Section 9.14 and the restrictions contained therein are no more adverse to Holdings and its Subsidiaries than to the other equity owners in such new Subsidiary. 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 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentEffective Date.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries Joint Ventures permitted to be established, created or acquired established in accordance with the requirements of Section 10.15(b8.06(u)); provided that PROVIDED that, (a) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.06(r) and (y) Wholly-Owned Subsidiaries, Subsidiaries so long as, in each case, as (i) at least 5 Business Days’ 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given case) to the extent such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) below, which notice shall specify, if such new Subsidiary is an Immaterial Subsidiary, the basis for such characterizationAgent, (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreement and the certificatesAgreements and, if anysuch Equity Interests constitute certificated Equity Interests, the certificates representing such Equity Interests, together with appropriate transfer stock or other powers duly executed in blank, are delivered to the Collateral AgentAgent for the benefit of the Secured Creditors, (iii) such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary), except to the extent otherwise required pursuant to Section 7.15) promptly executes a counterpart of the Subsidiaries Subsidiary Guaranty, the U.S. Pledge Agreement and the Security AgreementAgreement (or in the case of a Foreign Subsidiary, such other forms of credit documents required by Section 7.15), and (iv) to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.117.11, and (b) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case (i) with respect to each Wholly-Owned Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in the applicable subclauses of 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 or other Equity Interests thereof owned by any Credit Party shall be pledged pursuant to, and to the extent required by, this Agreement and the applicable Pledge Agreements. 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 of the type described in Section 6 5A as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentEffective Date.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that (1) the Borrower and its Company may establish, create or acquire 94 non-Wholly-Owned Subsidiaries pursuant to Section 8.05(xv), (xvii) or (xviii) and (2) the Company and its Subsidiaries shall be permitted to establish, establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, so long asSubsidiaries (it being understood and agreed that, in each caseconnection with the creation of any non-Wholly-Owned Subsidiary under Section 8.05(xv) and any Wholly-Owned Subsidiary, subject to the terms and conditions of Section 7.11 hereof, (i) at least 5 Business Days’ prior written notice thereof is given to the Administrative Agent capital stock of such new Subsidiary (or such lesser prior written notice as may be agreed to by the Administrative Agent in any given caseother than a Foreign Holdco) to the extent such Subsidiary is required owned by the Company or any other Credit Party (and with respect to become a Subsidiary Guarantor pursuant to Section 9.11 Foreign Subsidiaries, 65% of the voting capital stock and clause (iii) below, which notice shall specify, if 100% of the non-voting capital stock of any such new Subsidiary Foreign Subsidiary) is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, Agent and (iiiii) such new Subsidiary (other than to the extent it is a Foreign Domestic Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial that is not a Non-Guarantor Subsidiary)) promptly executes a counterpart of the Subsidiaries GuarantyPledge Agreement, the Pledge Agreement and the Security Agreement, the ABL/Term Loan Intercreditor Agreement, any Pari Passu Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement and (iv) the Guarantee, in each case by executing and delivering to the extent Administrative Agent a counterpart of a Joinder Agreement, 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 shall deliver such documents and shall take such actions required by the foregoing Credit Documents or reasonably requested by the Administrative Agent or Collateral Agent to create and perfect the Required Lenders, takes all actions required security interests of the Collateral Agent granted or purported to be created pursuant to Section 9.11the Credit Documents. In addition, at the reasonable request of the Administrative Agent, 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 of the type described in Section 6 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 Closing Date. If any Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary in accordance with the terms hereof, such Subsidiary shall take the actions specified herein as though it was a newly established Subsidiary; provided that in the case of any Foreign Holdco, recourse on any Guarantee by such Foreign Holdco shall be limited to the extent requested Collateral pledged by the Administrative Agentsuch Foreign Holdco.

Limitation on the Creation of Subsidiaries. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.15(b))Subsidiary; provided that the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create and, Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries, Section 8.05(j) or Section 8.02(g) so long as, in each case, (i) at least 5 Business Days’ 15 days' prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice shorter period of time as may be agreed is acceptable to the Agent), (ii) unless otherwise consented to by the Administrative Agent in any given case) to the extent because such Subsidiary is required to become a Subsidiary Guarantor pursuant to Section 9.11 and clause (iii) belowForeign Subsidiary, which notice shall specify, if the capital stock of such new Subsidiary is an Immaterial Subsidiary, the basis for such characterization, (ii) the Equity Interests of 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 Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise consented 77 -71- to by the Agent because such Subsidiary is a Foreign Subsidiary, such new Subsidiary (other than a Foreign Subsidiary or an Immaterial Subsidiary (so long as it remains an Immaterial Subsidiary)) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent, the Co- Agent or the Required Lenders, takes all actions required pursuant to Section 9.117.11, provided that no such action will be required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party to a preexisting agreement which prohibits such new Subsidiary from executing a Guaranty; provided, further, such preexisting agreement was not entered into for the purpose of avoiding the requirements of Section 8.14 and the restrictions contained therein are no more adverse to the Company and its Subsidiaries than to the other equity owners in such new Subsidiary. 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 6 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date to the extent requested by the Administrative AgentDate.