Joint Ventures. Except to the extent otherwise set forth herein, if any Borrower, any Loan Party or any of their respective subsidiaries enters into a joint venture agreement or similar arrangement, for purposes of calculating the financial covenants set forth in [Section 7.08], any such investment will be treated on a pro rata basis and the Borrowers will be credited with their pro rata share of the income and investment and will be charged with its pro rata share of the expenses and liabilities, including Indebtedness and debt service. If however, any Indebtedness of a joint venture of any type is recourse to any Borrower or any other Loan Party, then the greater of the Borrowers’ pro rata portion of the debt or the portion of the debt which is recourse to the Borrowers or such Loan Party shall be used in calculating the financial covenants set forth in [Section 7.08].

Ventures. If, during the Term of Employment, Executive is engaged in or associated with the planning or implementing of any project, program or venture, wherein said project, program, or venture implements or utilizes authorized Work Product as herein defined involving the Company and another Person, all rights in the project, program or venture shall belong to the Company and shall constitute a corporate opportunity belonging exclusively to the Company. Executive shall not be entitled to any interest in such project, program or venture or to any commission, finder’s fee or other compensation in connection therewith (other than the compensation to be paid to Executive pursuant to [Section 4]). The foregoing shall not limit any equity interests or related rights granted to Executive with respect to the Company.

Transactions with Affiliates and Joint Ventures. Except for Permitted Related Party Transactions and Permitted Strategic Transactions, the Company will not, nor will it permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate or Joint Venture except in the ordinary course of business and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms (taken as a whole) not materially less favorable to the Company or the Company and its Subsidiaries (taken as a whole) than would occur in a comparable arm’s length transaction.

Liens on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of such partnerships or joint ventures, or of Subsidiaries of such partnerships or joint ventures; and

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.20(a)], is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with [Sections 6.02, 6.13 and 6.14]4]4]: # a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with [Sections 6.02, 6.13 and 6.14]4]4], # the number of shares of each class of Equity Interests in each Subsidiary outstanding, # the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and # the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under this Agreement;

payments to or from, and transactions with, Joint Ventures;

“Existing Joint Ventures”: the Persons specified on [Schedule 1.1].

Schedule #(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments

Liens on the Equity Interests of Unrestricted Subsidiaries and joint ventures;