Common use of Limitation on Creation of Subsidiaries Clause in Contracts

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

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

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

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

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

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

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

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

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any Subsidiary, provided that (x) the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, create and acquire nonNon-Wholly-Wholly Owned Subsidiaries to the extent permitted by the definition Section 10.05(xiv) or as a result of a Permitted Acquisition, in each case so long as (i) all at least 5 days’ prior written notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, and (iiiii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.139.16, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and Guaranty, the Security Agreement, (iii) each the Pledge Agreement and the Intercompany Subordination Agreement; provided, however, until such new time as Pulitzer and its Domestic Subsidiaries become Qualified Wholly-Owned Domestic Subsidiaries, any such Person that is not a Qualified Wholly-Owned Domestic Subsidiary (and, may not acquire any new Subsidiaries pursuant to the extent required by a Permitted Acquisition or an Investment made pursuant to Section 8.1310.05(xiv). In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary that is required to execute any Credit Document shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in each of (x) Section 5 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Restatement Effective Date and (y) Section 9.11 as each such Excluded Domestic Subsidiary would have had to deliver if it were a Credit Party on the Effective Security Requirement Date.”.

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

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

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

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

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

Limitation on Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that (A) the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create andor, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries so long as (i) the capital stock or other equity interests of each such new Wholly-Owned Subsidiary is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such stock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (ii) each such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.14) executes and delivers to the Administrative Agent a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement and (yiii) each such new Wholly-Owned Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.14) takes all actions required pursuant to Section 8.11 and (B) the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create and or acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case Section 9.05(xiii) so long as (i) all of the capital stock and or other equity interests of each such new non-Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates representing such stock or other equity interests, (ii) each such new Wholly-Owned Domestic Subsidiary (andtogether with stock or other powers duly executed in blank, are delivered to the extent required by Section 8.13Collateral Agent for the benefit of the Secured Creditors. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary which is required to become a Credit Party shall execute and delivers deliver, or cause to be executed and delivered, to the Lender a counterpart Administrative Agent all other relevant documentation of the Subsidiaries Guaranty type described in Sections 5.03, 5.04, 5.05, 5.11, 5.12 and the Security Agreement, (iii) each 5.13 as such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

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

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

Limitation on Creation of Subsidiaries. (a) Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that the Borrower and its -------- Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create andor, to the extent permitted by this the Agreement, acquire (x) Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and or other equity interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the Security Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (andother than a Foreign Subsidiary, except to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary8.18) executes and delivers a counterpart to the Lender a counterpart of Subsidiaries Guaranty, the Subsidiaries Guaranty Security Agreement and the Security Pledge Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (andother than a Foreign Subsidiary, except to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary8.18) executes and delivers delivers, or causes to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Wholly-Owned Subsidiary were a Credit Party on the Effective DateInitial Borrowing Date and (y) non-Wholly-Owned Subsidiaries so long as the capital stock or other equity interest of each such new non- Wholly-Owned Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement.

Limitation on Creation of Subsidiaries. Borrower (a) Except as otherwise specifically provided in paragraph (b) below, the Parent will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that Borrower the Parent and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned 150 Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all subject to Clauses 25.7 (Additional Security and Further Assurances) and 25.8 (Stock Pledges in Non-U.S. Subsidiaries of the capital stock and other equity interests Borrower Which Are Not Guarantors), the Equity Interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the applicable Security AgreementDocuments and, if such Equity Interests constitute certificated stock, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Security Trustee for the benefit of the Finance Parties and (ii) each to the extent such new Wholly-Owned Domestic Subsidiary is required, in accordance with the applicable provisions of Clause 25.7 (andAdditional Security and Further Assurances), to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender become a counterpart of the Subsidiaries Guaranty and the Security AgreementGuarantor, (iiiA) each such new Wholly-Owned Domestic Subsidiary (executes and delivers an Accession Notice and, to in each case unless the extent required by Section 8.13Agent otherwise agrees based on advice of local counsel, each new Wholly-Owned Foreign Subsidiary) enters into the Intercreditor Deed and such mortgages and other Additional Security Documents as Lender may require pursuant would have been entered into by the respective Subsidiary if same had been an Original Guarantor, and takes all action in connection therewith as would otherwise have been required to Section 8.12 and (iv) each be taken if such new Wholly-Owned Domestic Subsidiary had been an Original Obligor and (and to the extent required by Section 8.13, each B) such new Wholly-Owned Foreign Subsidiary) executes and delivers , to the extent requested by an Agent or the Instructing Group, takes all other relevant documentation actions required pursuant to Claus 25.7 (including opinions of counselAdditional Security and Further Assurances) (including, resolutionswithout limitation, officers’ certificates to, at its own expense, execute, acknowledge and UCC financing statements) deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Security Trustee to be necessary or desirable for the creation and perfection of the type described in Section 5 as such new Subsidiary would have had Liens on its assets intended to deliver if it were a Credit Party on be created pursuant to the Effective Dateapplicable Security Documents).

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries may (xother than Non-Recourse Entities and the Xxxxxx Mae Servicer Entity) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all of the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign other than an Excluded Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty Guaranty, the Security Agreement and the Security Pledge Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to other than any Non-Recourse Entity or Securitization Vehicle) executes a counterpart of the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 Intercompany Subordination Agreement and (iv) each such new Wholly-Owned Domestic Subsidiary (and other than an Excluded Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.135.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 4.02 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Closing Date., in each case to the extent requested by the Administrative Agent; provided further that Non-Wholly Owned Subsidiaries may be established, created or acquired in accordance with the requirements of Section 6.14(b). 110

Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Conversion Date any Subsidiary, provided that (x) the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries Subsidiaries, and (y) the Borrower and its Subsidiaries shall be permitted to establish, create and acquire nonNon-Wholly-Wholly Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case Section 10.05(xviii) so long as (i) all at least 5 days’ prior written notice thereof is given by the Borrower to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, and (iiiii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.139.14, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and Guaranty, the Security Agreement, (iii) each the Pledge Agreement and the Intercompany Subordination Agreement; provided, however, until such new time as Pulitzer and its Domestic Subsidiaries become Qualified Wholly-Owned Domestic Subsidiaries, any such Person that is not a Qualified Wholly-Owned Domestic Subsidiary (and, may not acquire any new Subsidiaries pursuant to the extent required by an Investment made pursuant to Section 8.1310.05(xviii). In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary that is required to execute any Credit Document shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in each of (x) Section 5 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Conversion Date and (y) Section 9.14 as each such Excluded Domestic Subsidiary would have had to deliver if it were a Credit Party on the Effective Conversion Date.

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

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any SubsidiarySubsidiary (other than Non-Wholly-Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.13(b)), provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries Subsidiaries, so long as, in each case, (i) at least five days’ prior written notice thereof is given to the Administrative Agent and the Collateral Agent (yor such shorter period of time as is acceptable to the Administrative Agent and the Collateral Agent in any given case), (ii) establish, create and acquire non-the Capital Stock of such new Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andCapital Stock, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (andother than an Immaterial Subsidiary of the type described in clause (b) of the definition thereof), to executes a counterpart of the extent required by Section 8.13Subsidiaries Guaranty, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages the Security Agreement and other Additional Security Documents as Lender may require pursuant to Section 8.12 the Pledge Agreement, and (iv) each such new Wholly-Owned Domestic Subsidiary (and other than an Immaterial Subsidiary of the type described in clause (b) of the definition thereof), to the extent requested by the Administrative Agent, the Collateral Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Restatement Effective DateDate (unless in each case waived by the Administrative Agent).

Limitation on Creation of Subsidiaries. (a) Except as otherwise specifically provided in following clause (b), the U.S. Borrower will not, and will not permit per- mit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary; provided that, provided that (i) the U.S. Borrower and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent that is owned by a any Credit Party) Party is pledged to the Lender pursuant to, and to the extent required by, the U.S. Pledge Agreement or other relevant Security AgreementDocument and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (ii) each such new Wholly-Owned Subsidiary, if a Domestic Subsidiary or a German Subsidiary, executes a counterpart of the U.S. Subsidiaries Guaranty or the German Subsidiaries Guaranty, as is appropriate, and (andx) in the case of any Domestic Subsidiary, the U.S. Pledge Agreement and the U.S. Security Agreement and (y) in the case of the German Subsidiary, such other security documentation as may be requested by the Administrative Agent, the Collateral Agent or the Required Lenders, and (iii) such new Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.138.11. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary shall execute and delivers deliver, or cause to the Lender a counterpart of the Subsidiaries Guaranty be executed and the Security Agreementdelivered, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. Without prejudice to the preceding provisions of this Section 9.16(a), the Collateral Agent may require that the capital stock of a new Subsidiary (in the case of a Foreign Subsidiary, subject to limitations on the percentage of voting stock required to be pledged which are consistent with the limitations provided in the Security Documents as originally in effect) be pledged pursuant to an agreement in a form suitable for enforcement in the jurisdiction in which the new Subsidiary in incorporated.

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

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

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

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

Limitation on Creation of Subsidiaries. Borrower (a) Except as otherwise specifically provided in following clause (b), Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary; provided that, provided that Borrower (a) Adience and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65100% of the capital stock of such new Subsidiary that is owned by any Credit Party (or 100% of the non-voting stock and other equity interests) are 65% of the voting stock of any such Foreign Subsidiary that is owned by Adience or any Domestic Subsidiary of Adience (or 100% of such voting stock to the extent owned by a Credit Partyprovided in Section 8.12)) is pledged to the Lender pursuant to, and to the extent required by, the U.S. Pledge Agreement or other relevant Security AgreementDocument and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Secured Creditors, (ii) each such new Wholly-Owned Subsidiary (unless an Immaterial Foreign Subsidiary) executes a counterpart of the U.S. Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as is appropriate, and, in the case of any Domestic Subsidiary of Adience, the U.S. Pledge Agreement and the U.S. Security Agreement, and (andiii) such new Subsidiary, to the extent requested by the Administrative Agent or the Required Banks, takes all actions required by pursuant to Section 8.138.11. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary shall execute and delivers deliver, or cause to the Lender a counterpart of the Subsidiaries Guaranty be executed and the Security Agreementdelivered, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. Without prejudice to the preceding provisions of this Section 9.16(a), the Collateral Agent may require that the capital stock of a new Subsidiary be pledged pursuant to an agreement in a form suitable for enforcement in the jurisdiction in which the new Subsidiary in incorporated.

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

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

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

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

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

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

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

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any SubsidiarySubsidiary (other than Foreign Subsidiaries and Non-Wholly Owned Domestic Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.13(b)), provided that the Borrower and its Wholly-Owned Domestic Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishDomestic Subsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 10 Business Days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (and, executes a counterpart of or joinder to the extent required by Section 8.13Subsidiaries Guaranty, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages the Security Agreement, the Pledge Agreement and other Additional Security Documents as Lender may require pursuant to Section 8.12 the Intercreditor Agreement, and (iv) each such new Wholly-Owned Domestic Subsidiary (and Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Date.

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

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

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

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

Limitation on Creation of Subsidiaries. Borrower (a) Except as otherwise specifically provided in paragraph (b) below, the Parent will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) to, establish, create or acquire after the Effective Initial Borrowing Date any Subsidiary, provided that Borrower the Parent and its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all subject to Clauses 25.7 (Additional Security and Further Assurances) and 25.8 (Stock Pledges in Non-U.S. Subsidiaries of the capital stock and other equity interests Borrower Which Are Not Guarantors), the Equity Interests of each such new Wholly-Owned Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is pledged to the Lender pursuant to, and to the extent required by, the applicable Security AgreementDocuments and, if such Equity Interests constitute certificated stock, the certificates representing such Equity Interests, together with stock or other powers duly executed in blank, are delivered to the Security Trustee for the benefit of the Finance Parties and (ii) each to the extent such new Wholly-Owned Domestic Subsidiary is required, in accordance with the applicable provisions of Clause 25.7 (andAdditional Security and Further Assurances), to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender become a counterpart of the Subsidiaries Guaranty and the Security AgreementGuarantor, (iiiA) each such new Wholly-Owned Domestic Subsidiary (executes and delivers an Accession Notice and, to in each case unless the extent required by Section 8.13Agent otherwise agrees based on advice of local counsel, each new Wholly-Owned Foreign Subsidiary) enters into the Intercreditor Deed and such mortgages and other Additional Security Documents as Lender may require pursuant would have been entered into by the respective Subsidiary if same had been an Original Guarantor, and takes all action in connection therewith as would otherwise have been required to Section 8.12 and (iv) each be taken if such new Wholly-Owned Domestic Subsidiary had been an Original Obligor and (and to the extent required by Section 8.13, each B) such new Wholly-Owned Foreign Subsidiary) executes and delivers , to the extent requested by an Agent or the Instructing Group, takes all other relevant documentation actions required pursuant to Claus 25.7 (including opinions of counselAdditional Security and Further Assurances) (including, resolutionswithout limitation, officers’ certificates to, at its own expense, execute, acknowledge and UCC financing statements) deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Security Trustee to be necessary or desirable for the creation and perfection of the type described in Section 5 as such new Subsidiary would have had Liens on its assets intended to deliver if it were a Credit Party on be created pursuant to the Effective Dateapplicable Security Documents).

Limitation on Creation of Subsidiaries. Borrower Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any Subsidiary, provided that the Borrower and -------- its Wholly-Owned Subsidiaries may (x) establish, shall be permitted to establish or create Wholly- Owned Subsidiaries and, to the extent permitted by this AgreementSections 8.02(x), 8.02(xi) ---------------- -------- and 8.05(xvi), acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition--------- Subsidiaries, in each case so long as (i) all of the capital stock and other equity interests of each such new Domestic Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned required by a Credit PartySection 7.12, each new Foreign ------------ Subsidiary) is pledged to the Lender pursuant to, and to the extent required by, the Security AgreementPledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Lenders, and (ii) each such new Wholly-Owned Domestic Subsidiary (andSubsidiary, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.137.12, each such new Foreign Subsidiary, executes a ------------ Guarantor Supplement. In addition, each new Wholly-Owned Domestic Subsidiary, and to the extent required by Section 7.12, each such new Foreign Subsidiary) executes , shall execute ------------ and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 Article V as such new Subsidiary would have had to deliver --------- if it such new Subsidiary were a Credit Party on the Restatement Effective Date.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.14(b)), provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establishSubsidiaries, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisitionso long as, in each case so long as case, (i) all at least 5 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock and or other equity interests Equity Interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (andother than Designated Foreign Subsidiaries and Inactive Subsidiaries) executes a counterpart of the Subsidiaries Guaranty, to the extent required by Section 8.13Security Agreement and the Pledge Agreement, (iv) each such new Designated Foreign Subsidiary that constitutes a Wholly-Owned Foreign Subsidiary) enters into such mortgages Domestic Subsidiary executes local law equivalents of the Security Agreement, the Pledge Agreement and other Additional Security Documents as Lender may require pursuant the Subsidiaries Guaranty, in each case, in form and substance satisfactory to Section 8.12 the Administrative Agent and (ivv) each such new Wholly-Owned Domestic Subsidiary (and other than Inactive Subsidiaries), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.139.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. If one or more Wholly-Owned Domestic Subsidiaries which constitute or constituted Inactive Subsidiaries at any time cease to qualify as same, then the foregoing provisions shall apply with respect to such Wholly-Owned Domestic Subsidiaries at such time as if they were newly-created at such time.

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

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

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

Limitation on Creation of Subsidiaries. (a) The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Initial Borrowing Date any SubsidiarySubsidiary (other than Non-Wholly Owned Subsidiaries permitted to be established, created or acquired in accordance with the requirements of Section 10.13(b)), provided that the Borrower and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries Subsidiaries, so long as, in each case, (i) at least five days’ prior written notice thereof is given to the Administrative Agent and the Collateral Agent (yor such shorter period of time as is acceptable to the Administrative Agent and the Collateral Agent in any given case), (ii) establish, create and acquire non-the Capital Stock of such new Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) is promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the Security AgreementPledge Agreement and the certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andCapital Stock, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security AgreementCollateral Agent, (iii) each such new Wholly-Owned Domestic Subsidiary (andSubsidiary, and to the extent required by Section 8.139.16, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages , executes a counterpart of the Subsidiaries Guaranty, the Security Agreement and other Additional Security Documents as Lender may require pursuant to Section 8.12 the Pledge Agreement, and (iv) each such new Wholly-Owned Domestic Subsidiary (Subsidiary, and to the extent required by Section 8.139.16, each such new Wholly-Owned Foreign Subsidiary, to the extent requested by the Administrative Agent, the Collateral Agent or the Required Lenders, takes all actions required pursuant to Section 9.12. In addition, each new Wholly-Owned Foreign Subsidiary) executes Subsidiary that is required to execute any Credit Document shall execute and delivers deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 6 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. Borrower (a) Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Funding Date any Subsidiary, Subsidiary (other than Non-Wholly-Owned Subsidiaries permitted to be acquired in accordance with the requirements of Section 8.15(b)); provided that Borrower Holdings and its Wholly-Owned Subsidiaries may (x) shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and Subsidiaries, so long as, in each case, (yi) establishat least 10 days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), create and acquire non-(ii) the capital stock or other Equity Interests of such new Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) promptly pledged to the Lender pursuant to, and to the extent required by, this Agreement and the applicable Security AgreementDocuments and the 84 certificates, (ii) each if any, representing such new Wholly-Owned Domestic Subsidiary (andstock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes Collateral Agent and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (becomes a party to the applicable Security Documents and, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required by pursuant to Section 8.137.12. In addition, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages Subsidiary that is required to execute any Credit Document shall execute and other Additional Security Documents as Lender may require pursuant deliver, or cause to Section 8.12 be executed and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Wholly-Owned Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Funding Date.

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

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

Limitation on Creation of Subsidiaries. Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Closing Date any Subsidiary, provided that Borrower and its Wholly-Owned Subsidiaries may and, to the extent permitted by Sections 5.13 and 6.5(xiv), Holdings shall be permitted to (xA) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (yB) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Sections 6.5(xiv) and (xv) and the definition of Permitted Acquisition, in each case so long as within 10 days after each such establishment, creation and/or acquisition (i) all of the capital stock and other equity interests of each such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock is pledged and other equity interests) are (delivered to the extent owned by a Credit Party) pledged to the Lender Collateral Agent pursuant to, and to the extent required by, the Security General Pledge Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.12, each such new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender Agent a counterpart of the Subsidiaries Guaranty Guaranty, the General Pledge Agreement and the Security Agreement, and (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.135.12, each such new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require ), to the extent requested by the Agent or the Requisite Lenders, takes all actions required pursuant to Section 8.12 and (iv) 5.11. In addition, each such new Wholly-Owned Domestic Subsidiary (which is required to become a Credit Party shall execute and deliver, or cause to the extent required by Section 8.13be executed and delivered, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 2.1 as such new Subsidiary would have had to deliver if it such new Subsidiary were a Credit Party on the Effective Closing Date.

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