Common use of Due Organization and Qualification; Subsidiaries Clause in Contracts

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) of Borrower and each Guarantor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) [Intentionally Omitted]. (c) Set forth on Schedule 4.1(b4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Borrower and each of Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for Borrower and each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent (in the case of Borrower) or Borrower (in the case of such Subsidiaries), as applicable. All of the outstanding Equity Interests capital Stock of Borrower and each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Borrower’s Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. None of Parent, Borrower, or any of Borrower’s Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s or Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is incorporation and qualified and licensed to do business in, and in good standing in, any state where the failure to be so licensed or qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted Each Guarantor is duly organized and existing and in good standing under this Agreement) is a complete and accurate description the laws of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares jurisdiction of its Equity Interests incorporation and qualified and licensed to do business in, and in good standing in, any state where the failure to be so licensed or any security convertible into or exchangeable for any of its Equity Interestsqualified reasonably could be expected to have a Material Adverse Change. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), SCHEDULE 5.8 is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their incorporation; (ii) the number of shares of each class of common and preferred Equity Interests stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower; PROVIDED, HOWEVER, that from time to time, Borrower shall be entitled to update SCHEDULE 5.8 to add the required information concerning newly created or acquired Subsidiaries. All of the outstanding Equity Interests capital stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)SCHEDULE 5.8, there are no subscriptionscapital stock (or any securities, instruments, warrants, options, warrantspurchase rights, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under rights, calls, commitments or claims of any outstanding security character convertible into or other exercisable for capital stock) of Borrower is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or interest therein or thereto. (e) Except as set forth on SCHEDULE 5.8, no capital stock (or any securities, instruments, warrants, options, purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital stock) of any direct or indirect Subsidiary of Borrower is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or interest therein or thereto.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and and, if applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Set forth on Schedule 4.1(a) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted by this Agreement) is a list of all states in which any Loan Party nor any Subsidiary thereof is an EEA Financial Institutionqualified to do business on the Closing Date. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerIrish Holdings. All of the outstanding Equity Interests of each such Subsidiary has have been validly issued and is and, with respect to Equity Interests of a corporation, are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerIrish Holding’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s or such Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Parent and each of its Subsidiaries (i) is duly organized or incorporated and existing and in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, anddescription, as of the Closing Date, a description of the authorized capital Stock of Parent, by class, and of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument, except for options, warrants, and restricted stock granted to employees, management, and directors in the ordinary course of Parent’s business as in effect on the Closing Date so long as the granting of such options, warrants or restricted stock (x) does not result in a Change of Control and (y) is not otherwise prohibited hereunder. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock, except for certain cash payments with respect to the warrants issued on March 22, 2007, to the investors who purchased the Stock issued by Parent on or about the same date (the “2007 Warrants”), in connection with a Major Transaction (as such term is defined in the 2007 Warrants). The foregoing sentence is not intended as the Lender Group’s consent to any cash payments with respect to the 2007 Warrants. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth in Section 6.9(a), neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, except where the failure to have such power and authority has not had or could not reasonably be expected to have a Material Adverse Change, and (iv) has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of are the authorized Equity Interests of Borrowereach Loan Party (other than Parent) and each direct Subsidiary of such Loan Party, by class, and, as of the Closing Date, and a description of the number of shares of each such class that are issued and outstanding, in each case, as of the Closing Date. Borrower Other than as described on Schedule 4.1(b), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or Subsidiary’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. None of the Borrowers or any Subsidiary is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary of a Loan Party has been validly issued and is fully paid and and, except with respect to the shares of Colt Canada, non-assessable. (d) Except as set forth on Schedule 4.1(d), there Neither Borrowers nor any of their Subsidiaries are no subscriptions, options, warrants, subject to any obligation (contingent or calls relating otherwise) to repurchase or otherwise acquire or retire any shares of Borrowerany Loan Party’s Equity Interests or its Subsidiaries’ any security convertible into or exchangeable for any such Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Restatement Effective Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Company is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) SCHEDULE 5.8(B), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Company (prior to the Permitted Corporate Transactions), by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on SCHEDULE 5.8(B), there are no subscriptions, options, warrants, or calls relating to any shares of each Company's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this AgreementSCHEDULE 5.8(C), is a complete and accurate list of the Loan Parties’ each Company's direct and indirect SubsidiariesSubsidiaries (prior to the Permitted Corporate Transactions), showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Company. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(dSCHEDULE 5.8(C), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Company's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Company's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, Change. Each of Horizon and (iii) has all requisite power Horizon Management are duly organized and authority existing and in good standing under the laws of the jurisdiction of its organization and qualified to own and operate its properties, to carry on its do business as now conducted and as proposed in any state where the failure to be conducted, so qualified could reasonably be expected to enter into the Loan Documents to which it is result in a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionMaterial Adverse Change. (b) Set forth on Schedule 4.1(b5.7(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under not prohibited by this Agreement) is a complete and accurate description of (i) the authorized Equity Interests capital Stock of Horizon, by class, and a description of the interests of each such class that are issued and outstanding as of the Closing Date, and (ii) the authorized capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares interests of each such class that are issued and outstandingoutstanding as of the Closing Date and at all times thereafter. Other than as described on Schedule 5.7(b), there are no subscriptions, options, warrants, or calls relating to any capital Stock of Borrower, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.7(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Horizon’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerHorizon. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessableThe Borrower does not have any direct or indirect Subsidiaries. (d) Except as set forth on Schedule 4.1(d), there There are no subscriptions, options, warrants, or calls relating to any shares of capital Stock of a Subsidiary of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital Stock of a Subsidiary of such Person or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing (or the local equivalent) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Parent is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests Capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Capital Stock or any security convertible into or exchangeable for any of its Equity InterestsCapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number jurisdiction of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiariestheir organization, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests Capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity InterestsCapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ Capital Stock or any security convertible into or exchangeable for any such Capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Administrative Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s any Loan Party's or any of its Subsidiaries’ ' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state or province where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Obligor, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b) or as otherwise permitted under this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of each Obligor's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ each Obligor's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Obligor. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Obligor's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Obligor's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse EffectChange. Schedule 3.1(f) does not, and (iii) has all requisite power and authority to own and operate its propertiesas of the Closing Date, to carry on its business as now conducted and as proposed omit any jurisdiction in which the failure of any Borrower to be conductedqualified to do business reasonably could be expected to constitute a Material Adverse Change. Schedule 3.1(j) does not, as of the Closing Date, omit any jurisdiction in which the failure of any Guarantor to enter into the Loan Documents be qualified to which it is do business reasonably could be expected to constitute a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionMaterial Adverse Change. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description as of the Closing Date of the authorized Equity Interests capital Stock of Borrowereach Obligor, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Obligor’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock, except as permitted under Section 7.10. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of each Obligor’s direct Subsidiaries as of the Loan Parties’ direct and indirect SubsidiariesClosing Date, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Obligor. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Obligor’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Obligor’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock. (e) Except for any such failure that would not reasonably be expected to result in a Material Adverse Change, all licenses, consents, exemptions, clearance filings, registrations, payments of taxes, notarizations and authorizations as are or may be necessary or desirable for the proper conduct of each Obligor’s business, trade, and ordinary activities for the performance and discharge of its respective obligations and liabilities under the Loan Documents have been obtained and are in full force and effect.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or formed and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or licensed to do business in any state jurisdiction where notice of its activities makes such qualification or license necessary or the failure to be so qualified or licensed reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerBorrower and Canadian Opco, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or Canadian Opco’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor Canadian Opco is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary (other than Subsidiaries that are (i) limited liability companies or limited partnerships organized or formed under the laws of a jurisdiction within the United States) has been validly issued and is fully paid and non-assessable, subject only to the general assessability of shares of a Nova Scotia unlimited company. (d) Except as set forth on Schedule 4.1(d) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or any of its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Guarantor is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or redeem any shares of its Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock, except as provided in Schedule 4.1(d).

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is incorporation and qualified and licensed to do business in, and in good standing in, any state where the failure to be so licensed or qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted Each Guarantor is duly organized and existing and in good standing under this Agreement) is a complete and accurate description the laws of the authorized Equity Interests jurisdiction of Borrower, by class, and, as its incorporation and qualified and licensed (Page 84 of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise142 Pages) to repurchase do business in, and in good standing in, any state where the failure to be so licensed or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interestsqualified reasonably could be expected to have a Material Adverse Change. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), SCHEDULE 5.8 is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their incorporation; (ii) the number of shares of each class of common and preferred Equity Interests stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower; PROVIDED, HOWEVER, that from time to time, Borrower shall be entitled to update SCHEDULE 5.8 to add the required information concerning newly created or acquired Subsidiaries. All of the outstanding Equity Interests capital stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)SCHEDULE 5.8, there are no subscriptionscapital stock (or any securities, instruments, warrants, options, warrantspurchase rights, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under rights, calls, commitments or claims of any outstanding security character convertible into or other exercisable for capital stock) of Borrower is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or interest therein or thereto. (e) Except as set forth on SCHEDULE 5.8, no capital stock (or any securities, instruments, warrants, options, purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital stock) of any direct or indirect Subsidiary of Borrower is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or interest therein or thereto.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Eighth Amendment Effective Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Borrowers’ Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified could would not be reasonably be expected likely to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the each Loan Parties’ Party’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Company is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Company, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b) (as such Schedule may be updated from time to time by the Borrower), there are no subscriptions, options, warrants, or calls relating to any shares of each Company’s (other than the Borrower) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as described on Schedule 5.8(b) (as such Schedule may be updated from time to time by the Borrower), no Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementby the Borrower), is a complete and accurate list of the Loan Parties’ each Company’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Company. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(d) (as such Schedule may be updated from time to time by the Borrower), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Companies’ Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Companies’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized organized, formed, or incorporated, as the case may be, and existing and in good standing under the laws of the jurisdiction of its organization, formation, or incorporation, as the case may be, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock (other than the Permitted Stock Repurchases). (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests Interest of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests Interest of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Domestic Subsidiaries’ Equity InterestsInterest, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interest or any security convertible into or exchangeable for any of its Equity Interest.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each Subsidiary of each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institutionthereby (including without limitation, the consummation of the Geokinetics Acquisition). (b) Set forth on Schedule 4.1(b5.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) the Information Certificate is a complete and accurate description of the authorized Equity Interests Capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Effective Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate, as of the Effective Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Capital Stock or any security convertible into or exchangeable for any of its Equity InterestsCapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowereach Loan Party. All of the outstanding Equity Interests Capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)5.1(c) to the Information Certificate or as contemplated under the Restructuring Support Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s any Capital stock or any Loan Party or of any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ Capital Stock or any security convertible into or exchangeable for any such Capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated, as applicable, and existing and in good standing (or its equivalent, if any) under the laws of the jurisdiction of its organizationorganization or incorporation, as applicable, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) subject to entry of any applicable order of the Bankruptcy Court, has all requisite power and authority to (x) own and operate its propertiesproperties (and, with respect to properties of the Foreign Borrower, the US Borrower has all requisite power and authority to hold legal title to such properties on behalf, for the account and risk of the community of ownership formed by the partners in the Foreign Borrower) and to carry on its business as now conducted and as proposed to be conducted, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, (y) to enter into the Loan Documents to which it is a party and to carry out the Transactions or any transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests Stock of each Borrower, by class, and, as of the Closing Date, and a description of the number of shares of each such class that are issued and outstandingoutstanding as of the Closing Date. Except with respect to the Prepetition Senior Subordinated Notes and other than as described on Schedule 4.1(b), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Prepetition Senior Subordinated Notes and as set forth on Schedule 4.1(b), as of the Closing Date no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Stock or any security convertible into or exchangeable for any of its Equity InterestsStock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Company’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing, as of the Closing Date: (i) the percentage of Stock owned directly or indirectly by the Company in each of its Subsidiaries, (ii) the number of shares of each class of common and preferred Equity Interests Stock (if any) authorized for each of such Loan Party and the Restricted Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the Company in each other Loan Party and Restricted Subsidiary, and (iv) identification of whether such Subsidiary is a US Guarantor, Foreign Borrower, Foreign Guarantor, Excluded Subsidiary, Restricted Subsidiary, Pledgor and/or Unrestricted Subsidiary. All of the outstanding Equity Interests Stock of each such Restricted Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its the Restricted Subsidiaries’ Equity InterestsStock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Prepetition Senior Subordinated Notes and as set forth on Schedule 4.1(c), as of the Closing Date neither Borrowers nor any of the Restricted Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Restricted Subsidiaries’ Stock or any security convertible into or exchangeable for any such Stock and the articles or certificate of incorporation or constitution or similar organizing or governing documents of any Restricted Subsidiary do not restrict or inhibit in any case any transfer of that Stock on enforcement of the Collateral.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests of each such Subsidiary has have been validly issued and is are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.8(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its 's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Loan Party's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the each Loan Parties’ Party's direct and indirect SubsidiariesSubsidiaries (who are not Loan Parties), showing: : (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Loan Party's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Affected Financial InstitutionInstitution or a Covered Party. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or formed and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or licensed to do business in any state jurisdiction where notice of its activities makes such qualification or license necessary or the failure to be so qualified or licensed reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of a Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary (other than Subsidiaries that are (i) limited liability companies or limited partnerships organized or formed under the laws of a jurisdiction within the United States) has been validly issued and is fully paid and non-assessable, subject only to the general assessability of shares of a Nova Scotia unlimited company. (d) Except as set forth on Schedule 4.1(d) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or any of its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Guarantor is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or redeem any shares of its Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock, except as provided in Schedule 4.1(d).

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is incorporation and qualified and licensed to do business in, and in good standing in, any state where the failure to be so licensed or qualified could reasonably be expected to result in constitute a Material Adverse EffectChange. Each of Borrower’s Subsidiaries is duly organized and existing and in good standing Xxxxxx Energy Loan Agreement under the laws of the jurisdiction of its incorporation or organization and qualified and licensed to do business in, and (iii) has all requisite power and authority to own and operate its propertiesin good standing in, to carry on its business as now conducted and as proposed any state where the failure to be conducted, so licensed or qualified could be expected to enter into the Loan Documents to which it is constitute a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionMaterial Adverse Change. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.5(b), is a complete and accurate description as of the Closing Date of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstandingoutstanding and the number of such shares that are held in Borrower’s treasury. All such outstanding shares have been validly issued and, as of the Closing Date, are fully paid, nonassessable shares free of contractual preemptive rights. The issuance and sale of all such shares have been in compliance with all applicable federal and state securities laws. Other than as described on Schedule 5.5(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as provided on Schedule 5.5(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.5(c), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, including the Xxxxxx 2009 Partnership, showing: (i) the jurisdiction of their incorporation or organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, Subsidiaries and the Xxxxxx 2009 Partnership; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary and the Xxxxxx 2009 Partnership has been validly issued and is fully paid and non-assessable. (d) . Except as provided on Schedule 5.5(c), as of the Closing Date, Borrower has no direct or indirect equity interest in any Person other than Borrower’s Subsidiaries and the Xxxxxx 2009 Partnership. Except as set forth on Schedule 4.1(d5.5(c), there are no subscriptionscapital Stock (or any securities, instruments, warrants, options, warrantspurchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital Stock) of any direct or indirect Subsidiary of Borrower or of the Xxxxxx 2009 Partnership is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or calls relating interest therein or thereto. None of Borrower, any of its Subsidiaries or the Xxxxxx 2009 Partnership is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s capital Stock or its Subsidiaries’ Equity Interests, including any right security convertible into or exchangeable for any of conversion or exchange under any outstanding security or other instrumentcapital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and (if applicable) existing and in good standing under the laws of the jurisdiction of its organizationorganization or formation (as the case may be), (ii) is qualified or licensed to do business in any state jurisdiction where its activities make such qualification or license necessary, except where the failure to be so qualified or licensed could not reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.11), is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable, subject only to the general assessability of Stock of a Nova Scotia unlimited company pursuant to Nova Scotia law. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests Capital Stock of Borrowereach Obligor, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Obligor's Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as may be required to comply with Applicable Gaming Laws, no Obligor is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Capital Stock or any security convertible into or exchangeable for any of its Equity InterestsCapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ each Obligor's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Capital Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowereach Obligor. All of the outstanding Equity Interests Capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Obligor's Subsidiaries’ Equity Interests' Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as may be required to comply with Applicable Gaming Laws, no Obligor is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Obligor's Capital Stock or any security convertible into or exchangeable for any such Capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) SCHEDULE 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Obligor, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on SCHEDULE 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Obligor's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on SCHEDULE 5.8(b), no Obligor is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this AgreementSCHEDULE 5.8(c), is a complete and accurate list of the Loan Parties’ each Obligor's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Obligor. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(dSCHEDULE 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Obligor's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on SCHEDULE 5.8(b), no Obligor or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Obligor's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and and, if applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state state, province or territory where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.8(b), is a complete and accurate description as of the Closing Date of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each Borrower (other than the Parent) of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s (other than Parent’s) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 4.8(b), no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(c), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and and, if applicable, is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire (i) any shares of any Borrower’s Subsidiaries’ capital Stock or (ii) any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and or incorporated, validly existing and in good standing (where applicable) under the laws Laws of the jurisdiction of its organizationorganization or incorporation, (ii) is qualified to do business in any province or state or other jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set As of the Closing Date, set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) hereto is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) hereto (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a -47- complete and accurate list of the Loan Parties’ direct and indirect SubsidiariesSubsidiaries of Borrower, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)) hereto, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s (as of the Closing Date) or its any of Borrower’s Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument, and no Borrower is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire (i) any shares of its Equity Interests or (ii) any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement), Section 5.16) is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable, if applicable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state jurisdiction where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(b) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstandingoutstanding and the number of stock options approved by Borrower’s Board of Directors. There are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument, other than stock options which may be approved from time to time by Borrower’s Board of Directors and other than as described on Schedule 4.8(b) (as updated from time to time as provided in Section 5.22). Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementas provided in Section 5.22), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(d) (as updated from time to time as provided in Section 5.22), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its SubsidiariesGuarantors’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any Guarantor is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Guarantor’s capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of (i) the authorized Equity Interests of Borrowereach Loan Party (other than Model N), by class, andand (ii) the authorized Equity Interests of Model N, as of the Closing Date, by class, and (iii) as of the Closing Date, a description of the number of shares of each such class of authorized Equity Interests of each Loan Party that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowereach Loan Party. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Model N's (as of the Closing Date) or its any of Model N's Subsidiaries’ ' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. The Borrower shall provide the Lender with an updated Schedule 5.8(b) promptly after taking any action permitted by this Agreement which requires such schedule to be modified in order to remain accurate. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule the same may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementas contemplated by paragraph (b) above and Section 6.15 hereto), is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c) (as the same may be updated from time to time as contemplated by paragraph (b) above), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its 's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Borrower is duly (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, organization and (ii) is qualified to do business in any state where where, with respect to this clause (ii), the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. No Loan Party nor Restricted Subsidiary has any Subsidiary thereof is an EEA Financial Institutionmaterial assets or conducts any business activity. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Stock or any security convertible into or exchangeable for any of its Equity InterestsStock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity InterestsStock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ Stock or any security convertible into or exchangeable for any such Stock. No Borrower has any stock appreciation rights, phantom stock plan or similar rights or obligations outstanding. No owner or holder of any Stock of any Loan Party has any Shareholder Blocking Rights.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), ) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, Subsidiaries and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowersuch Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s or its Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Such Debtor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 3.7(b), is a complete and accurate description of the authorized Equity Interests of Borrowerthe Company, by class, and, as of the Closing Issue Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 3.7(b), there are no subscriptions, options, warrants, or calls relating to any shares of the Company's Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as described on Schedule 3.7(b), Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement3.7(c), is a complete and accurate list of the Loan Parties’ Company's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerCompany. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d3.7(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s the Company's or any of its Subsidiaries’ ' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither the Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Subsidiary's Equity Interests or any security convertible into or exchangeable for any such Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing (or the non-U.S. equivalent thereof) under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state each jurisdiction where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iiiii) has all requisite power and authority to own and operate its properties, to carry on conduct its business as now conducted and as proposed to be conductedcurrently contemplated, to enter into incur the Obligations hereunder (in the case of the Borrowers), and to execute and deliver each Loan Documents Document to which it is a party party, and to carry out consummate the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(bSCHEDULE 4.8(B) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) SECTION 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on SCHEDULE 4.8(B), there are no subscriptions, options, warrants, or calls relating to any shares (or other equity interest) of each Loan Party's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(cSCHEDULE 4.8(C) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSECTION 5.16), is a complete and accurate list of the each Loan Parties’ Party's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(dSCHEDULE 4.8(C), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Loan Party's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable.. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor. \66176107.6 (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Borrowers’ Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.4(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.4(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. The Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. As of the Closing Date, there is no preferred Stock of Borrower. The preferred Stock of Borrower was converted to common Stock in connection with the Purchase and Sale. No previous holder of any preferred Stock of Borrower received any Restricted Payment, or is entitled to receive any Restricted Payment, in connection with such conversion or otherwise. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.4(c), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessablenonassessable. (d) Except as set forth on Schedule 4.1(d)4.4(d) hereto, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. The Existing Warrants have been cancelled and terminated in connection with the Purchase and Sale. No previous Existing Warrant-holder received any Restricted Payment, or is entitled to receive any Restricted Payment, in connection with such cancellation or otherwise. (e) Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s or Subsidiary’s capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conductedconducted (except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect), to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated revised from time to time to reflect changes resulting from transactions expressly permitted under this AgreementAgreement and which, to the extent revised after the Closing Date, shall only be required to be true, complete and correct as of the making of any Advance or providing any Letter of Credit) is a complete and accurate description of the authorized Equity Interests of BorrowerBorrowers, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to of Borrowers’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests of each such Subsidiary has have been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares Equity Interests of Borrower’s Parent or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Interests of Parent or any of its Subsidiaries or any security convertible into or exchangeable for any such Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Sixth Amendment Effective Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Borrowers’ Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls to which Borrower is a party relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 4.1(b), as of the Closing Date, Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ Party’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing (or the local equivalent) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and the MDT Acquisition Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, and a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.l(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.l(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.l(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and and, if applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state state, province or territory where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.8(b), is a complete and accurate description as of the Closing Date of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each Borrower (other than the Parent) of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s (other than Parent’s) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 4.8(b) and other than the obligation to convert or exchange Indebtedness with respect to a Convertible Note Offering to Stock, no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(c), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and and, if applicable, is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire (i) any shares of any Borrower’s Subsidiaries’ capital Stock or (ii) any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.8(b), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of the Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.8(b), the Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the each Loan Parties’ Party’s direct and indirect SubsidiariesSubsidiaries that are Loan Parties, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.8(c), no Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower and each Subsidiary of a Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests each Borrower's capital Stock, including any right of conversion or exchange under any outstanding security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(c), is a complete and accurate list of the Loan Parties’ each Borrower's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its 's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized organized, incorporated (in the case of each Loan Party incorporated in Ireland) and existing and (to the extent such concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its or any of its Subsidiaries’ Equity Interests or any security convertible into or exchangeable for any of its or any of its Subsidiaries’ Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect SubsidiariesSubsidiaries (other than the Borrowers), showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent and (iii) identification of whether such Subsidiary is a Borrower or Guarantor, if applicable. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 5.8(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent or Borrower, respectively. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s, Borrower’s or its any of their respective Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. As of the Closing Date, neither Parent nor Borrower nor any of their respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s, Borrower’s or any of their respective Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Borrower Party (i) and its Subsidiaries is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b5.8(b) (or, with respect to matters arising after the Closing Date, as such Schedule may be updated disclosed to Agents in writing from time to time to reflect changes resulting from transactions permitted under this Agreementtime) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Borrower Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b) (or, with respect to matters arising after the Closing Date, as disclosed to Agents in writing from time to time), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (or, with respect to matters arising after the Closing Date, as such Schedule may be updated disclosed to Agents in writing from time to time pursuant to reflect changes resulting from transactions permitted under this Agreement), Section 6.3) is a complete and accurate list of the Loan Parties’ each Borrower Party’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Borrower Party. All of the outstanding Equity Interests capital Stock of each Borrower Party and each such Subsidiary of a Borrower Party has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(d) (or, with respect to matters arising after the Closing Date, as disclosed to Agents in writing from time to time), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Borrower Party’s capital Stock or its Subsidiaries’ Equity Intereststhe Stock of any Subsidiary of a Borrower Party that is required to be pledged hereunder, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower Party or Subsidiary whose Stock is required to be pledged hereunder is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower Party’s capital Stock or the Stock of any Subsidiary of a Borrower Party that is required to be pledged hereunder or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Amendment No. 811 Effective Date, a description of the number of shares of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerPac-Van. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests issued and outstanding capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ each Borrower's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests authorized Stock issued and outstanding for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its 's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower and each of its Subsidiaries is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any each state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Datedate hereof, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and ; (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower; and (iv) which Subsidiaries have been designated as Unrestricted Subsidiaries. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, has all requisite corporate (iior the equivalent company) is power to own its property and conduct its business as now conducted and as presently contemplated and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b5.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) with the written consent of the Agent), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementwith the written consent of the Agent), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, their Type of Organization, their Organizational I.D. Number and their exact legal name; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c) (as may be updated from time to time with the written consent of the Agent), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing under the laws Laws of the jurisdiction of its organization, (ii) is organization or incorporation and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) 4.8(b), as of the Closing Date, (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower As of the Closing Date, the Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock, except as set forth on Schedule 4.8(b). (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Subsidiary. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.8(c), no Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowereach Loan Party. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s any Loan Party's or any of its Subsidiaries’ ' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be currently conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock (other than in connection with Permitted Stock Repurchases). (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect SubsidiariesSubsidiaries that are Loan Parties, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such SubsidiariesLoan Parties, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary Loan Party has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 4.1(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its 's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except for Required Employee Stock Repurchases, Borrower is not not, nor are any of its Subsidiaries, subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(c), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower and its Subsidiaries are not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerBorrower as of the Closing Date, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing ClosingSixth Amendment Effective Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security convertible into or exchangeable for any of its Equity Interests.other instrument. 127044148_2 (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Borrowers’ Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 33 otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and (if applicable) existing and in good standing under the laws of the jurisdiction of its organizationorganization or formation (as the case may be), (ii) is qualified or licensed to do business in any state jurisdiction where its activities make such qualification or license necessary, except where the failure to be so qualified or licensed could not reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.11), is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable, subject only to the general assessability of Stock of a Nova Scotia unlimited company pursuant to Nova Scotia law. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Parent's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing (or its equivalent, if any) under the laws Laws of the jurisdiction of its organization, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution, except in the case where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Change. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent and (iii) identification of whether such Subsidiary is a US Subsidiary Borrower, US Guarantor, UK Borrower, Foreign Guarantor and/or Excluded Subsidiary. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Obligor (iexcept for Oneida Asbestos Removal Inc.) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) VIII, is a complete and accurate description of the authorized Equity Interests capital Stock of the Borrower, by class, and, as of the Closing Date, and a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule VIII, and other than the conversion rights applicable under the Unsecured Notes Documents entered into with respect to the Unsecured Convertible Debt Indenture and the PIK Loans, there are no subscriptions, options, warrants, or calls relating to any shares of the capital Stock of the Borrower, including any right of conversion or exchange under any outstanding security or other instrument. Except for any such obligations set forth under this Agreement or under the Unsecured Notes Documents entered into with respect to the Unsecured Convertible Debt Indenture, the Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement)VIII, is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their incorporation; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)VIII, there are no subscriptionscapital Stock (or any securities, instruments, warrants, options, warrantspurchase rights, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under rights, calls, commitments or claims of any outstanding security character convertible into or other exercisable for Stock) of any direct or indirect Subsidiary of the Borrower is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or interest therein or thereto.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Company is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Company, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b) (as such Schedule may be updated from time to time by the Companies), there are no subscriptions, options, warrants, or calls relating to any shares of each Company’s (other than the Parent) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as described on Schedule 5.8(b) (as such Schedule may be updated from time to time by the Companies), no Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementby the Companies), is a complete and accurate list of the Loan Parties’ each Company’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Company. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(d) (as such Schedule may be updated from time to time by the Companies), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Companies’ Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Companies’ Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Except to the extent set forth in Section 3.2 with respect to Holdings’ qualification in the State of Delaware, each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. As of the Closing Date, other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 5.8(b), no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set As of the Closing Date, set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the each Loan Parties’ Party’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, Loan Party and Subsidiary; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Borrower or a Permitted Holder. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except As of the Closing Date, except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 5.8(c), no Borrower nor any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own or lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is , except that such Schedule does not subject reflect and Borrowers shall have no obligation to update such Schedule to reflect any obligation (contingent securities issues pursuant to the employee stock option plan or otherwise) employee stock purchase plan, each as disclosed to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity InterestsAgent in the Perfection Certificate. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), ) is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany of Parent’s direct or its indirect Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each Subsidiary of each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b5.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) the Information Certificate is a complete and accurate description of the authorized Equity Interests Capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Second Amended and Restated Effective Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate, as of the Second Amended and Restated Effective Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Capital Stock or any security convertible into or exchangeable for any of its Equity InterestsCapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowereach Loan Party. All of the outstanding Equity Interests Capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)5.1(c) to the Information Certificate or as contemplated under the Restructuring Support Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s any Capital stock or any Loan Party or of any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ Capital Stock or any security convertible into or exchangeable for any such Capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state or province where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(b) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b) or as otherwise permitted under this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of each Loan Party's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the each Loan Parties’ Party's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Loan Party's Subsidiaries’ Equity Interests' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (ba) Set forth on Schedule 4.1(b5.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (cb) Set forth on Schedule 4.1(c5.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerBorrower and each other Loan Party. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (dc) Except as set forth on Schedule 4.1(d)5.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 5.1(d) to this Agreement, no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of BorrowerParent, by class, and, as of the Closing Date and/or, solely with respect to SpeechIQ Guarantor, the Third Amendment Effective Date, as applicable, a description of the number of shares of each such class that are issued and outstanding. Borrower Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable.. 074658.16087/130783594v.4 (d) Except as set forth on Schedule 4.1(d), there There are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own or lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (is, as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is of the Closing Date, a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has have been validly issued and is and, to the extent applicable, are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conductedconducted (except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect), to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated revised from time to time to reflect changes resulting from transactions expressly permitted under this AgreementAgreement and which, to the extent revised after the Closing Date, shall only be required to be true, complete and correct as of the making of any Advance or providing any Letter of Credit) is a complete and accurate description of the authorized Equity Interests of BorrowerBorrowers, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to of Borrowers’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (iiii) the number of shares of each class of common and preferred Equity Interests stock authorized for each of such Subsidiaries, and (iiiv) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests of each such Subsidiary has have been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares Equity Interests of Borrower’s Parent or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Interests of Parent or any of its Subsidiaries or any security convertible into or exchangeable for any such Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Except as set forth on Schedule 4.1(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s 's or its Subsidiaries’ ' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Amendment No. 6 Effective Date, a description of the number of shares of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerPac-Van. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower and each Subsidiary of a Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(c), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower and each of its Subsidiaries (A) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (iiB) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iiiC) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (bii) Set forth on Schedule 4.1(b4.1(a)(ii) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (ciii) Set forth on Schedule 4.1(c4.1(a)(iii) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (iA) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (iiB) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (div) Except as set forth on Schedule 4.1(d), there There are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests Interest of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interest, including any right of conversion or exchange under any outstanding security or other instrument. Each Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Interest or any security convertible into or exchangeable for any of its Equity InterestsInterest. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowereach Loan Party. All of the outstanding Equity Interests Interest of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity InterestsInterest, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower and each of its Subsidiaries is duly organized and existing and in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) of the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party (other than Parent to the extent it is a publically traded company), by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b) of the Disclosure Letter, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) of the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the each Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowersuch Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)4.1(c) of the Disclosure Letter, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its the Loan Parties’ direct Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organizationorganization (to the extent the concept of “good standing” exists in such Loan Party’s jurisdiction), (ii) is qualified or licensed to do business in any state jurisdiction where it is required to be qualified or licensed, except where the failure to be so qualified or licensed could not reasonably be expected to result in a Material Adverse Effect, and (iii) subject to the entry of the CCAA Orders, the Interim Order or the Final Order, applicable has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerHoldings, by class, and, as of the Closing Date, and a description of the number of shares of each such class that are issued and outstanding, in each case, as of the Closing Date (after giving effect to the Transactions). Borrower As of the Closing Date (after giving effect to the Transactions), other than as described in Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Holdings’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. As of the Closing Date (after giving effect to the Transactions), Holdings is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on As of the Closing Date (after giving effect to the Transactions), Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is sets forth a complete and accurate list of the Loan PartiesHoldings’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerHoldings. All of the outstanding Equity Interests capital Stock of each such Subsidiary (other than Subsidiaries that are (i) limited liability companies or limited partnerships organized or formed under the laws of a jurisdiction within the United States) has been validly issued and is fully paid and non-assessableassessable (to the extent such concepts are relevant with respect to such capital Stock), subject only to the general assessability of shares of a Nova Scotia unlimited company. (d) Except As of the Closing Date, except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowerany Loan Party’s or any of its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. As of the Closing Date (after giving effect to the Transactions), no Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or redeem any shares of its Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock, except as provided in Schedule 4.1(d).

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Parent and each of its Subsidiaries (i) is duly organized or incorporated and existing and and, where applicable, in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof Confidential treatment is being requested for portions of this document. This copy of the document filed as an EEA Financial Institutionexhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, anddescription, as of the Closing Date, a description of the authorized capital Stock of Parent, by class, and of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument, except for options, warrants, and restricted stock granted to employees, management, and directors in the ordinary course of Parent’s business as in effect on the Closing Date so long as the granting of such options, warrants or restricted stock (x) does not result in a Change of Control and (y) is not otherwise prohibited hereunder. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock, except for certain cash payments with respect to the warrants issued on March 22, 2007, to the investors who purchased the Stock issued by Parent on or about the same date (the “2007 Warrants”), in connection with a Major Transaction (as such term is defined in the 2007 Warrants). The foregoing sentence is not intended as the Lender Group’s consent to any cash payments with respect to the 2007 Warrants. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by BorrowerParent. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of BorrowerParent’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth in Section 6.9(a), neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Such Debtor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and material adverse effect on (iiiA) has all requisite power and authority to own and operate its the properties, business, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, (B) the ability of such Debtor to carry on perform its business as now conducted and as proposed to be conducted, to enter into obligations in all material respects under any Indenture Document or (C) the Loan Documents to which it is a party and to carry out consummation of any of the transactions contemplated thereby. No Loan Party nor under any Subsidiary thereof is an EEA Financial Institutionof the Indenture Documents (each, a "MATERIAL ADVERSE EFFECT"). (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) SCHEDULE 3.7(b), is a complete and accurate description list of such Debtor's direct and indirect Subsidiaries, showing: (i) the authorized Equity Interests jurisdiction of Borrowertheir organization, by class, and, as of the Closing Date, a description of (ii) the number of shares of each class of Capital Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Debtor. All of the outstanding Capital Stock of each such Subsidiary that are is a corporation has been, validly issued and outstandingis fully paid and non-assessable. (c) Except as set forth on SCHEDULE 3.7(b), there are no subscriptions, options, warrants, or calls relating to any shares of such Debtor's Subsidiaries' Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower None of the Debtor's Subsidiaries is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests such Debtor's Subsidiaries' Capital Stock or any security convertible into or exchangeable for any of its Equity Interestssuch Capital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Except as disclosed in the Chapter 11 Cases or in Schedule 5.8, each Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified and licensed to do business in, and in good standing in, any state where the failure to be so licensed or qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8, is a complete and accurate description of the authorized Equity Interests capital stock of BorrowerParent, by class, and, as of the Closing Effective Date, a description of the number of shares of each such class that are issued and outstandingoutstanding and the number of such shares that are held in Parent's treasury. Borrower All such outstanding shares have been validly issued and, as of the Effective Date, are fully paid, nonassessable shares free of contractual preemptive rights. The issuance and sale of all such shares have been in compliance with all applicable federal and state securities laws. Other than as described on Schedule 5.8 or disclosed in the Reorganization Plan, there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital stock, including any right of conversion or exchange under any outstanding security or other instruments and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital stock or any security convertible into or exchangeable for any of its Equity Interestscapital stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement)5.8, is a complete and accurate list of the Loan Parties’ each Borrower's direct and indirect Subsidiaries, showing: : (i) the number jurisdiction of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, their organization; and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Borrower. All of the outstanding Equity Interests capital stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)5.8, there are no subscriptionscapital stock (or any securities, instruments, warrants, options, warrantspurchase rights, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under rights, calls, commitments or claims of any outstanding security character convertible into or other exercisable for capital stock) of any direct or indirect Subsidiary of any Borrower is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or interest therein or thereto. (e) The Parent has reserved, out of its authorized but unissued Stock, a sufficient number of shares of Stock to permit Holder to purchase shares of the Warrant Stock in accordance with the Warrants.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Except as set forth on Schedule 4.1(b), no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent or any Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s 's or any of its Subsidiaries’ ' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrowers’ Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b4.8(b) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 6.3), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Restatement Effective Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b) to the Disclosure Letter, as of January 31, 2011, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. As of the Restatement Effective Date, Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d)4.8(c) to the Disclosure Letter, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as currently proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing (where applicable) under the laws of the jurisdiction of its organizationincorporation, organization or formation, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor ; provided that in respect of any Subsidiary thereof is an EEA Financial InstitutionForeign Subsidiary, this representation shall be subject to the Legal Reservations and Perfection Requirements (in each case, as applicable). (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Subsidiary that is a Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties' direct and indirect Subsidiaries, showing: (i) the number of shares of each class of Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Xxxxxxx. Borrower All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is not fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party's or any of its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(d) to this Agreement, no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each Subsidiary of each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b5.1(b) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowereach Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s any capital stock or any Loan Party or of any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Affected Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Company is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial InstitutionChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Company, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Company’s (other than the Parent) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as described on Schedule 5.8(b), no Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ each Company’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrowerthe applicable Company. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d5.8(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its any Companies’ Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Companies’ Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.