Common use of Subsidiaries and Joint Ventures; Disqualified Equity Interests Clause in Contracts

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11A sets forth, as of the Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) owned by Holdings, the Borrower or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Holdings, the Borrower or any other Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary and each Excluded Subsidiary as of the Effective Date. As of the Effective Date, each Domestic Subsidiary is a Loan Party. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction). Except as set forth on Schedule 3.11A, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings, the Borrower or any other Domestic Subsidiary is a party requiring, and there are no Equity Interests in any Domestic Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Domestic Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Domestic Subsidiary. (b) Schedule 3.11B sets forth, as of the Effective Date, (i) the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) in Holdings owned by each Major Stockholder and (ii) all outstanding Disqualified Equity Interests, if any, in Holdings or any Subsidiary, including the number and the record holder of such Disqualified Equity Interests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11A to the Disclosure Letter sets forth, as of the First Refinancing Facility Agreement Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) owned by Holdings, the Borrower or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Holdings, the Borrower or any other Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary and each Excluded Subsidiary as of the First Refinancing Facility Agreement Effective Date. As of the First Refinancing Facility Agreement Effective Date, each Domestic Subsidiary is a Loan Party. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdictionjurisdiction and to such Subsidiary). Except as set forth on Schedule 3.11A3.11A to the Disclosure Letter, as of the First Refinancing Facility Agreement Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings, the Borrower or any other Domestic Subsidiary is a party requiring, and there are no Equity Interests in any Domestic Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Domestic Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Domestic Subsidiary. (b) Schedule 3.11B sets forth, as of the Effective Date, (i) the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) in Holdings owned by each Major Stockholder and (ii) all outstanding Disqualified Equity Interests, if any, in Holdings or any Subsidiary, including the number and the record holder of such Disqualified Equity Interests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11A to the Disclosure Letter sets forth, as of the Second Refinancing Facility Agreement Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) owned by Holdings, the Borrower or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Holdings, the Borrower or any other Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary and each Excluded Subsidiary as of the Second Refinancing Facility Agreement Effective Date. As of the Effective Date, each Domestic Subsidiary is a Loan Party. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdictionjurisdiction and to such Subsidiary). Except as set forth on Schedule 3.11A3.11A to the Disclosure Letter, as of the Second Refinancing Facility Agreement Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings, the Borrower or any other Domestic Subsidiary is a party requiring, and there are no Equity Interests in any Domestic Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Domestic Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Domestic Subsidiary. (b) Schedule 3.11B sets forth, as of the Effective Date, (i) the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) in Holdings owned by each Major Stockholder and (ii) all outstanding Disqualified Equity Interests, if any, in Holdings or any Subsidiary, including the number and the record holder of such Disqualified Equity Interests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (ak) Schedule 3.11A to the Disclosure Letter sets forth, as of the Second Refinancing Facility Agreement Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) owned by Holdings, the Borrower or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Holdings, the Borrower or any other Subsidiary owns any Equity Interests, and identifies each Designated Subsidiary and each Excluded Subsidiary as of the Second Refinancing Facility Agreement Effective Date. As of the Effective Date, each Domestic Subsidiary is a Loan Party. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdictionjurisdiction and to such Subsidiary). Except as set forth on Schedule 3.11A3.11A to the Disclosure Letter, as of the Second Refinancing Facility Agreement Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings, the Borrower or any other Domestic Subsidiary is a party requiring, and there are no Equity Interests in any Domestic Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Domestic Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Domestic Subsidiary. (b) Schedule 3.11B sets forth, as of the Effective Date, (i) the percentage of each class of Equity Interests (other than warrants, options or other rights entitling the holder thereof to purchase or acquire such Equity Interests) in Holdings owned by each Major Stockholder and (ii) all outstanding Disqualified Equity Interests, if any, in Holdings or any Subsidiary, including the number and the record holder of such Disqualified Equity Interests.