Immaterial Subsidiaries. No Immaterial Subsidiary # owns any assets (other than assets of a de minimis nature), # has any liabilities (other than liabilities of a de minimis nature), or # engages in any business activity, in each case, other than maintenance of its existence (or its liquidation or dissolution, to the extent permitted herein), performance of its obligations hereunder and under the other Loan Documents, and activities incidental to any of the foregoing.

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in [Sections 6.01(a) and 6.01(b)])] above, such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Unrestricted Subsidiaries. Together with the delivery of a Compliance Certificate with respect to the financial statements referred to in [Section 6.01(a)], a list of each Subsidiary of the ​ that identifies each Subsidiary that is an Unrestricted Subsidiary, if any, as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list.

Subsidiaries; Investments. Co-Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments.

Additional Subsidiaries. Within thirty (30) days after the acquisition or formation of any Subsidiary (or such longer period as may be agreed to in writing by the [[Organization B:Organization]]):

Subsidiaries Guaranty. On the Effective Date, each [[Subsidiary Guarantor:Person]] shall have duly authorized, executed and delivered the Subsidiaries Guaranty in the form of Exhibit D (as amended, modified or supplemented from time to time, the “Subsidiaries Guaranty”), and the Subsidiaries Guaranty shall be in full force and effect.

Borrower has no Subsidiaries other than # those Subsidiaries listed on [Schedule I] (which Schedule identifies # the direct owner of each such Subsidiary on the Effective Date and Borrower’s percentage ownership therein and # each Wholly-Owned Subsidiary) and # new Subsidiaries created or acquired after the Effective Date in accordance with the terms of this Agreement.

Subsidiaries Guaranty. The Subsidiaries Guaranty or any provision thereof shall cease to be in full force or effect as to any [[Subsidiary Guarantor:Person]] any [[Subsidiary Guarantor:Person]] or any Person acting for or on behalf of such [[Subsidiary Guarantor:Person]] shall deny or disaffirm such [[Subsidiary Guarantor:Person]]’s obligations under the Subsidiaries Guaranty or any [[Subsidiary Guarantor:Person]] shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Subsidiaries Guaranty; or 10.09. Judgments. One or more judgments or decrees shall be entered against Borrower or any of its Subsidiaries and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 30 consecutive days, # involving in the aggregate for Borrower and its Subsidiaries a liability (not paid or fully covered by a reputable and solvent insurance company), and the aggregate amount of all such judgments equals or exceeds $5,000,000, or # with respect to the Transaction, this Agreement or any other Credit Document, or any documentation executed in connection herewith or therewith, that has had, or could reasonably be expected to have, a Material Adverse Effect; or

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within thirty (30) days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has # directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, # made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, # failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or # violated in any material respect any provision of FCPA.