The Borrower will not, and will not permit any other Loan Party to, create or acquire any additional Subsidiary unless such subsidiary is a wholly-owned Subsidiary and the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 5.6 or such Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 5.6 ; provided that, for the avoidance of doubt, following designation of a Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall no longer be required to be wholly-owned. The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Restricted Subsidiary except in compliance with Section 6.7 or Section 6.8 , as applicable. Neither the Borrower nor any Restricted Subsidiary shall have any Restricted Subsidiary that is a Foreign Subsidiary.