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 Initial Funding Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the U.S. Borrower or any Subsidiary in, (a) each Subsidiary and (b) each joint venture in which the U.S. Borrower or any Subsidiary owns any Equity Interests, and identifies each Excluded Subsidiary and each Unrestricted Subsidiary. The Equity Interests in each wholly-owned Restricted Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11A, as of the Initial Funding Date, there is no existing option, warrant, call, right, commitment or other agreement to which the U.S. Borrower or any Restricted Subsidiary is a party requiring, and there are no Equity Interests in any Restricted Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Restricted 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 Restricted Subsidiary. For the avoidance of doubt, Schedule 3.11A may be amended, supplemented, updated or otherwise modified prior to or on the Initial Funding Date in a manner reasonably acceptable to the Administrative Agent. (b) Schedule 3.11B sets forth, as of the Initial Funding Date, all outstanding Disqualified Equity Interests, if any, in the U.S. Borrower or any Restricted Subsidiary, including the number, date of issuance and the record holder of such Disqualified Equity Interests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11A sets forth, as of the Initial Funding Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the U.S. Borrower or any Subsidiary in, (a) each Subsidiary and (b) each joint venture in which the U.S. Borrower or any Subsidiary owns any Equity Interests, and identifies each Excluded Designated Subsidiary, each Material Subsidiary and each Unrestricted Excluded Subsidiary. The Equity Interests in each wholly-owned Restricted Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11A, as of the Initial Funding Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which the U.S. Borrower any Loan Party or any Restricted Subsidiary any Equity Interests of which are required to be pledged as Collateral under the Security Documents is a party requiring, and there are no Equity Interests in any Restricted such Loan Party or Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Restricted such Loan Party or 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 Restricted such Loan Party or Subsidiary. For the avoidance of doubt, Schedule 3.11A may be amended, supplemented, updated or otherwise modified prior to or on the Initial Funding Date in a manner reasonably acceptable to the Administrative Agent. (b) Schedule 3.11B sets forth, as of the Initial Funding Effective Date, all outstanding Disqualified Equity Interests, if any, in the U.S. Borrower or any Restricted Subsidiary, including the number, date of issuance and the record holder of such Disqualified Equity Interests.