Common use of Borrower; Subsidiaries and Owners; Investment Companies Clause in Contracts

Borrower; Subsidiaries and Owners; Investment Companies. As of the Closing Date, Schedule 6.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of Subsidiary Equity Interest in each Subsidiary and the amount thereof and (iii) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (i) or (ii). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it then purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable. Neither the Borrower nor any Subsidiaries of the Borrower is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Borrower; Subsidiaries and Owners; Investment Companies. As All of the Closing Date, Equity Interests in the Borrower outstanding have been duly authorized and validly issued and are fully paid and non- assessable. Schedule 6.2 states (ia) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”)Subsidiary, (iib) the name of each holder of a Subsidiary Equity Interest in each Subsidiary Subsidiary, and the amount thereof thereof, and (iiic) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (ia) or (iib). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests in its Subsidiaries that it then purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable. Neither No Loan Party has any equity investment in another entity not disclosed also on Schedule 6.2. None of the Borrower nor any Loan Parties or Subsidiaries of the Borrower any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Borrower; Subsidiaries and Owners; Investment Companies. As of the Closing Date, Schedule 6.2 6.1.2 states (ia) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests equity interests in such Subsidiary (the "“Subsidiary Equity Interests"”), (iib) the name of each holder of a Subsidiary Equity Interest in each Subsidiary Subsidiary, and the amount thereof thereof, and (iiic) any options, warrants or other rights outstanding to purchase any such Subsidiary Equity Interests referred to in clause (ia) or (iib). . (i) The Borrower and each Subsidiary of the Borrower has good (other than any Unrestricted Subsidiary), as applicable, own the applicable Subsidiary Equity Interests free and marketable title to clear, in each case of, any Lien other than Permitted Liens, and (ii) all of the Subsidiary Equity Interests it then purports to own, free and clear equity interests in each case of any Lien the Borrower and all of such Subsidiary Equity Interests outstanding have been duly authorized and validly issued, and are fully paid and (if applicable) nonassessable. Neither the Borrower No Loan Party nor any Subsidiaries Subsidiary of the Borrower any Loan Party is an "(other than any Unrestricted Subsidiary) is an “investment company"” registered or required to be registered under the Investment Company Act of 1940 or under the "“control"” of an "“investment company"” as such terms are defined in the Investment Company Act of 1940 and shall not become such an "“investment company"” or under such "“control."”

Borrower; Subsidiaries and Owners; Investment Companies. As of the Closing Date, Schedule 6.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of Subsidiary Equity Interest in each Subsidiary and the amount thereof and (iii) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (i) or (ii). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it then purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable. Neither the Borrower nor any Subsidiaries of the Borrower is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”of

Borrower; Subsidiaries and Owners; Investment Companies. As All of the Closing Date, Equity Interests in the Borrower outstanding have been duly authorized and validly issued and are fully paid and non-assessable. Schedule 6.2 states (ia) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”)Subsidiary, (iib) the name of each holder of a Subsidiary Equity Interest in each Subsidiary Subsidiary, and the amount thereof thereof, and (iiic) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (ia) or (iib). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests in its Subsidiaries that it then purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable. Neither No Loan Party has any equity investment in another entity not disclosed also on Schedule 6.2. None of the Borrower nor any Loan Parties or Subsidiaries of the Borrower any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Borrower; Subsidiaries and Owners; Investment Companies. As of the Closing Date, Schedule 6.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of Subsidiary Equity Interest in each Subsidiary and the amount thereof and (iii) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (i) or (ii). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it then purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable. Neither the Borrower nor any Subsidiaries of the Borrower is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”67 135035202_4

Borrower; Subsidiaries and Owners; Investment Companies. As All of the Closing Date, Equity Interests in the Borrower outstanding have been duly authorized and validly issued and are fully paid and non-assessable. Schedule 6.2 states (ia) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”)Subsidiary, (iib) the name of each holder of a Subsidiary Equity Interest in each Subsidiary subsidiary, and the amount thereof thereof, and (iiic) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (ia) or (iib). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests in its Subsidiaries that it then purports to own, free and clear in each case of any Lien other than Permitted Liens and all such Subsidiary Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable. Neither No Loan Party has any equity investment in another entity not disclosed also on Schedule 6.2. None of the Borrower Loan Parties nor any Subsidiaries Subsidiary of the Borrower any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”