Common use of Subsidiaries, Partnerships and Joint Ventures Clause in Contracts

Subsidiaries, Partnerships and Joint Ventures. The Company shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries, other than (a) any Subsidiary which has joined this Agreement as a Guarantor on or prior to the Restatement Effective Date, (b) any Excluded Subsidiary as of the Restatement Effective Date, (c) any Domestic Subsidiary created, acquired or otherwise formed after the Restatement Effective Date in compliance with this Agreement (including, without limitation, Section 11.1, so long as either (i) such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 10.10 hereof, or (ii) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule 11.8 pursuant to an update to such schedule provided by the Company to each holder of Notes within thirty (30) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Required Holders, and (d) any Foreign Subsidiary created, acquired or otherwise formed after the Restatement Effective Date in compliance with this Agreement (including, without limitation, Section 11.4). Except as set forth in Schedule 11.8 and as permitted pursuant to Section 11.4 hereof, each of the Obligors shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. The Company Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries, Subsidiaries other than (ai) any Subsidiary which has joined this Agreement as a Guarantor on or prior to the Restatement Effective Closing Date, (bii) any Excluded Subsidiary as of the Restatement Effective Closing Date, ; (ciii) any Domestic Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, Section 11.1, 7.04 so long as either (iA) such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 10.10 hereofGuarantor, or (iiB) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule 11.8 A pursuant to an update to such schedule provided by the Company Parent to each holder of Notes the Administrative Agent within thirty (30) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Administrative Agent in its reasonable discretion and approved by the Administrative Agent and the Required Holders, Lenders and (div) any Foreign Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, including Section 11.47.04). Except as set forth in Schedule 11.8 and as permitted pursuant to Section 11.4 hereof7.04, each of the Obligors Loan Parties shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. The Company shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries, other than (a) any Subsidiary which has joined this Agreement as a Guarantor on or prior to the Restatement RestatementFirst Amendment Effective Date, (b) any Excluded Subsidiary as of the Restatement RestatementFirst Amendment Effective Date, (c) any Domestic Subsidiary created, acquired or otherwise formed after the Restatement RestatementFirst Amendment Effective Date in compliance with this Agreement (including, without limitation, Section 11.1, 11.4, so long as either (i) such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 10.10 hereof, or (ii) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule 11.8 pursuant to an update to such schedule provided by the Company to each holder of Notes within thirty (30) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Required Holders, and (d) any Foreign Subsidiary created, acquired or otherwise formed after the Restatement RestatementFirst Amendment Effective Date in compliance with this Agreement (including, without limitation, Section 11.4). Except as set forth in Schedule 11.8 and as permitted pursuant to Section 11.4 hereof, each of the Obligors shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. The Company Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries, Subsidiaries other than (ai) any Subsidiary which has joined this Agreement as a Guarantor on or prior to the Restatement Effective Closing Date, (bii) any Excluded Subsidiary as of the Restatement Effective Closing Date, ; (ciii) any Domestic Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, Section 11.1, 7.2.4 [Loans and Investments] so long as either (iA) such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 10.10 hereof10.13 [Joinder of Guarantors], or (iiB) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule 11.8 1.1(S) pursuant to an update to such schedule provided by the Company Borrowers to each holder of Notes the Administrative Agent within thirty (30) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Administrative Agent in its reasonable discretion and approved by the Administrative Agent and the Required Holders, Lenders and (div) any Foreign Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, Section 11.47.2.4 [Loans and Investments]). Except as set forth in Schedule 11.8 and as permitted pursuant to Section 11.4 7.2.4 [Loans and Investments] hereof, each of the Obligors Loan Parties shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. The Company Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries, Subsidiaries other than than (ai) any Subsidiary which has joined this Agreement as a Guarantor on or prior to the Restatement Effective Closing Date, , (bii) any Excluded Subsidiary as of the Restatement Effective Closing Date, ; (ciii) any Domestic Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, Section 11.1, so 7.2.4 [Loans and Investments]so long as either either (iA) such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 10.10 hereof10.13 [Joinder of Guarantors ], or or (iiB) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule 11.8 1.1(S) pursuant to an update to such schedule provided by the Company Borrower to each holder of Notes the Administrative Agent within thirty (30) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Administrative Agent in its reasonable discretion and approved by the Administrative Agent and the Required Holders, and Lenders and (div) any Foreign Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, Section 11.47.2.4 [Loans and Investments]). Except as set forth in Schedule 11.8 and as permitted pursuant to Section 11.4 7.2.4 [Loans and Investments] hereof, each of the Obligors Loan Parties shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. The Company Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries, Subsidiaries other than (ai) any Subsidiary which has joined this Agreement as a Guarantor on or prior to the Restatement Effective Closing Date, (bii) any Excluded Subsidiary as of the Restatement Effective Closing Date, ; (ciii) any Domestic Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, Section 11.1, 7.2.4 [Loans and Investments] so long as either (iA) such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 10.10 hereof10.13 [Joinder of Guarantors], or (iiB) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule 11.8 1.1(S) pursuant to an update to such schedule provided by the Company Borrowers to each holder of Notes the Administrative Agent within thirty (30) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Administrative Agent in its reasonable discretion and approved by the Administrative Agent and the Required Holders, Lenders and (div) any Foreign Subsidiary created, acquired or otherwise formed after the Restatement Effective Closing Date in compliance with this Agreement (including, without limitation, Section 11.47.2.4 [Loans and Investments]). Except as set forth in Schedule 11.8 and as permitted pursuant to Section 11.4 7.2.4 [Loans and Investments] hereof, each of the Obligors Loan Parties shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. The Company shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries, other than (a) any Subsidiary which has joined this Agreement as a Guarantor on or prior to the Restatement Effective Date, (b) any Excluded Subsidiary as of the Restatement Effective Date, (c) any Domestic Subsidiary created, acquired or otherwise formed after the Restatement Effective Date in compliance with this Agreement (including, without limitation, Section 11.110.1, so long as either (i) such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 10.10 9.10 hereof, or (ii) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule 11.8 10.8 pursuant to an update to such schedule provided by the Company to each holder of Notes within thirty (30) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Required Holders, and (d) any Foreign Subsidiary created, acquired or otherwise formed after the Restatement Effective Date in compliance with this Agreement (including, without limitation, Section 11.410.4). Except as set forth in Schedule 11.8 10.8 and as permitted pursuant to Section 11.4 10.4 hereof, each of the Obligors shall not become or agree to become a party to a Joint Venture.