Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests of the Parent and the issued and outstanding Equity Interests of the Parent are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests of the Parent have been validly issued. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent and no outstanding obligations of the Parent convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests of such Subsidiaries of the Ultimate Parent in existence as of the Effective Date. All of the issued and outstanding shares of Equity Interests of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests of any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent and the issued and outstanding Equity Interests Capital Stock of the Parent are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. As of the Effective Date, 500,000 shares of Common Stock of the Parent have been reserved for issuance in connection with the exercise of the Warrants and 3,200,000 shares of Common Stock of the Parent are issuable under the terms of the 2001 Equity Incentive Plan of the Parent, copies of which plan have been delivered to the Agent in the form and on the terms in effect on the Effective Date. Except as described on Schedule 6.01(e), as of the Effective Date, (i) the 2001 Equity Incentive Plan of the Parent is the only plan or arrangement in existence relating to the issuance of shares of Capital Stock of the Parent and (ii) there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests Capital Stock of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests Capital Stock of such Subsidiaries of the Ultimate Parent in existence as of on the Effective Datedate hereof. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and and, except as described in Schedule 6.01(e), the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests Capital Stock is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens (other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Lienscreated by the Loan Documents). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Effective Date, after After giving effect to the transactions contemplated hereby to occur on the Effective Closing Date, the authorized Equity Interests Capital Stock of the Parent, the issued and outstanding Capital Stock of the Parent and the issued and outstanding Equity Interests identity of the Parent holders of such Capital Stock and number of shares owned by them, are as set forth on Schedule 6.01(e6.01(e)(i). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issued. Except issued and are fully paid and non-assessable, and, except as described set forth on Schedule 6.01(e6.01(e)(i), as of the Effective Dateholders thereof are not entitled to any preemptive, there are no outstanding debt or equity securities of the Parent and no outstanding obligations of the Parent convertible into or exchangeable for, or warrants, options first refusal or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests of the Parentsimilar rights. (ii) Schedule 6.01(e6.01(e)(ii) is a complete and correct description of the name, jurisdiction of incorporation incorporation, organization or formation, as applicable, and ownership of the outstanding Equity Interests Capital Stock of such Subsidiaries of the Ultimate Parent in existence as of the Effective DateParent. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests Capital Stock is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens Liens, other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens)in favor of Administrative Agent. As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Restatement Effective Date, after giving effect to the transactions contemplated hereby to occur on the Restatement Effective Date, the authorized Equity Interests Capital Stock of the Parent Borrower and the issued and outstanding Equity Interests Capital Stock of the Parent Borrower are as set forth on Schedule 6.01(e5.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issued. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent and no outstanding obligations of the Parent convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests of such Subsidiaries of the Ultimate Parent in existence as of the Effective Date. All of the issued and outstanding shares of Equity Interests of such Subsidiaries Borrower have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated described on such ScheduleSchedule 5.01(e), as of the Effective Date, all such Equity Interests is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Restatement Effective Date, there are no outstanding debt or equity securities of the Ultimate Parent Borrower or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent Borrower, or other obligations of the Borrower to issue, directly or indirectly, any shares of Capital Stock of the Borrower. (ii) Schedule 5.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Capital Stock of such Subsidiaries of the Borrower in existence on the Restatement Effective Date. Except as indicated on such Schedule, as of the Restatement Effective Date, all such Capital Stock is owned by the Borrower or one or more of its wholly‑owned Subsidiaries, free and clear of all Liens. There are no outstanding debt or equity securities of the Borrower or any of its Subsidiaries and no outstanding obligations of the Borrower or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Borrower or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate ParentBorrower.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests of the Parent and the General Partner and the issued and outstanding Equity Interests of the Parent and the General Partner are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests of the Parent and the General Partner have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights except as set forth on Schedule 6.01(e). Except as described set forth on Schedule 6.01(e), as of the Effective Date, Date there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the ParentParent of, or other obligations of the Parent to issue, directly or indirectly, any shares of any, Equity Interests of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests of such the Subsidiaries of the Ultimate Parent in existence as of the Effective Date. All of the issued and outstanding shares of Equity Interests of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective DateSchedule 6.01(e), all such Equity Interests is are owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its SubsidiariesSubsidiaries of, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of any, Equity Interests of in any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent Borrower and the issued and outstanding Equity Interests Capital Stock of the Parent Borrower are as set forth on Schedule 6.01(e5.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issued. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent and no outstanding obligations of the Parent convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests of such Subsidiaries of the Ultimate Parent in existence as of the Effective Date. All of the issued and outstanding shares of Equity Interests of such Subsidiaries Borrower have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated described on such ScheduleSchedule 5.01(e), as of the Effective Date, all such Equity Interests is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there are no outstanding debt or equity securities of the Ultimate Parent Borrower or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent Borrower, or other obligations of the Borrower to issue, directly or indirectly, any shares of Capital Stock of the Borrower. (ii) Schedule 5.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Capital Stock of such Subsidiaries of the Borrower in existence on the Effective Date. Except as indicated on such Schedule, as of the Effective Date, all such Capital Stock is owned by the Borrower or one or more of its wholly-owned Subsidiaries, free and clear of all Liens. There are no outstanding debt or equity securities of the Borrower or any of its Subsidiaries and no outstanding obligations of the Borrower or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Borrower or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate ParentBorrower.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent and the issued and outstanding Equity Interests Capital Stock of the Parent are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. As of the Effective Date, (i) 2,670,968 shares of Common Stock of the Parent are issuable under the terms of the Stock-Based Compensation Plan, copies of which plans have been delivered to the Agents in the form and on the terms in effect on the Effective Date. Except as described on Schedule 6.01(e), as of the Effective Date, (i) the Horizon 401(k) Plan and the Stock-Based Compensation Plan are the only plans or arrangements in existence relating to the issuance of shares of Capital Stock of the Parent and (ii) there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests Capital Stock of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests Capital Stock of such Subsidiaries of the Ultimate Parent in existence as of on the Effective Datedate hereof. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests Capital Stock is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests of the Parent and the issued and outstanding Equity Interests of the Parent are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests of the Parent have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests of such Subsidiaries of the Ultimate Parent in existence as of the Effective Date. All of the issued and outstanding shares of Equity Interests of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens (other than Permitted the Liens (but excluding any Permitted Liens that are consensual or contractual Lienscreated pursuant to the Loan Documents). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests of any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent and the issued and outstanding Equity Interests Capital Stock of the Parent are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests Capital Stock of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests Capital Stock of such the Subsidiaries of the Ultimate Parent in existence as of on the Effective Datedate hereof. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests Capital Stock is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate Parent. (iii) Each Subsidiary of the Parent other than the Excluded Subsidiaries is a Loan Party hereunder, and none of the Loan Parties is an Excluded Subsidiary.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent and the issued and outstanding Equity Interests Capital Stock of the Parent are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issuedissued and are fully paid and non-assessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule 6.01(e), as of the Effective Date, (i) there is no Plan or other arrangement in existence relating to the issuance of shares of Capital Stock of the Parent and (ii) there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests Capital Stock of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation organization and ownership of the outstanding Equity Interests Capital Stock of such Subsidiaries each Subsidiary of the Ultimate Parent in existence as on the date hereof and correctly indicates which Subsidiaries are Insurance Subsidiaries and whether the Capital Stock of such Subsidiary is represented by a security certificate or is transferable only by registry of transfer in a registry maintained by or for the Effective Dateissuer. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests Capital Stock is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective DateExcept as indicated on such Schedule, there are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary of its Subsidiaries to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent Borrower and the issued and outstanding Equity Interests Capital Stock of the Parent Borrower are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent Borrower have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent Borrower or any of its Subsidiaries and no outstanding obligations of the Parent Borrower or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the ParentBorrower, or other obligations of the Parent Borrower to issue, directly or indirectly, any shares of Equity Interests Capital Stock of the ParentBorrower. (ii) Set forth in Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests Capital Stock of such Subsidiaries of the Ultimate Parent Borrower in existence as of on the Effective Datedate hereof. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests Capital Stock is owned by the Ultimate Parent Borrower or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent Borrower or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent Borrower or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent Borrower or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate ParentBorrower.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent and the issued and outstanding Equity Interests Capital Stock of the Parent are as set forth on Schedule 6.01(e)5.05. All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule 6.01(e), as As of the Effective Date, except as set forth on Schedule 5.05 and except as contemplated herein or pursuant to the Second Financing, there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests Capital Stock of the Parent. (ii) Schedule 6.01(e) 5.05 is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests Capital Stock of such Subsidiaries of the Ultimate Parent in existence as of on the Effective Datedate hereof. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of the Effective Date, all such Equity Interests Capital Stock is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate Parent.

Capitalization; Subsidiaries. (i) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests Capital Stock of the Parent and the issued and outstanding Equity Interests Capital Stock of the Parent are as set forth on Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests Capital Stock of the Parent have been validly issuedissued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule 6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, or other obligations of the Parent to issue, directly or indirectly, any shares of Equity Interests Capital Stock of the Parent. (ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Equity Interests Capital Stock of such Subsidiaries of the Ultimate Parent in existence as of on the Effective Datedate hereof. All of the issued and outstanding shares of Equity Interests Capital Stock of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as a corporation under the laws of any jurisdiction of the United States, and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated described on such Schedule, as of the Effective DateSchedule 6.01(e), all such Equity Interests Capital Stock is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens (other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractual Liens). As of the Effective Date, there There are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests Capital Stock of any Subsidiary of the Ultimate Parent.