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

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed (after giving effect to be conductedthe Merger), to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan PartiesBorrowers’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentAdministrative Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (d) Except as set forth on Schedule 4.1(d), as of the Closing Date, 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent), 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 Except as set forth on Schedule 4.1(b), no Borrower (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) [Intentionally Omitted]. (c) Set forth on Schedule 4.1(b) 5.8(c), as such Schedule may be amended upon no less than 30 days prior written notice to Agent, is a complete and accurate descriptionlist of Borrower’s direct and indirect Subsidiaries, as showing: (i) the jurisdiction of the Closing Datetheir organization, of the authorized Equity Interests of each Borrower (other than Parent), by class, and, as of the Closing Date, a description of ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class that are owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and outstandingis fully paid and in the case of a corporation, non-assessable. (d) Except as set forth on Schedule 5.8(d), as such Schedule may be amended upon no less than 30 days prior written notice to Agent there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Neither Borrower (other than Parent) nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Borrower’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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 of its Subsidiaries (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, to this Agreement (as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parentsuch Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dc) Except as set forth on Schedule 4.1(d)4.1(b) 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. 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 Parent and each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational power and authority under its Governing Documents and applicable law 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 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 (other than 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, as of the Closing Date, is a complete and accurate list of the Parent's and each Loan Parties’ Party's direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentParent or Borrower, as applicable. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and and, to the extent such concepts are applicable, is fully paid and non-assessable (to the extent such concept is applicable)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 Interests or the Equity Interests of any Subsidiaries’ Equity InterestsSubsidiary of Parent, in each case, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Such Debtor is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result have a material adverse effect on (A) 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 perform its obligations in all material respects under any Indenture Document or (C) the consummation of any of the transactions contemplated under any of the Indenture Documents (each, a "Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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"). (b) Set forth on Schedule 4.1(b) 3.7(b), is a complete and accurate descriptionlist of such Debtor's direct and indirect Subsidiaries, as showing: (i) the jurisdiction of the Closing Datetheir organization, of the authorized Equity Interests of each Borrower (other than Parent), 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. No Borrower (other than Parent) None of the Debtor's Subsidiaries is 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (ai) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (bj) 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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 Except as set forth on Schedule 4.1(b), no Borrower (other than Parent) 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. (ck) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentParent or any Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dl) 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentAdministrative Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would qualified, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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. No Borrower (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 Loan Party’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 and each Subsidiary of each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b5.1(b) to the Information Certificate is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent)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. Other than as described on Schedule 5.1(b) to the Information Certificate, 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 Borrower (other than Parent) Loan Party is 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parenteach 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 (to the extent such concept is applicable)assessable. (d) Except as set forth on Schedule 4.1(d)5.1(d) to the Information Certificate, there are no subscriptions, options, warrants, or calls relating to any shares of 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 Parent and each of Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) (taking into account any time period granted under the Security Agreement for the delivery of the Stock of any new Subsidiary of Parent) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of Parent and each Borrower (other than Parent)of its Subsidiaries, 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 Other than as described on Schedule 4.1(b), (i) there are no subscriptions, options, warrants, or calls relating to any shares of any such Person’s capital Stock, including any right of conversion or exchange under any outstanding security or other than Parentinstrument and (ii) 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 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 Except as set forth on Schedule 4.1(b), Borrower (other than 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, description of the issued and outstanding membership interests of Borrower as of the Closing Date. Other than as described on Schedule 4.1(b) or created pursuant to the Joint Venture Documents, there are no subscriptions, options, warrants, or calls relating to Borrower’s membership interests, including any right of conversion or exchange under any outstanding security or other instrument. Other than as created pursuant to the Joint Venture Documents, Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire any of its membership interests or any security convertible into or exchangeable for any of its membership interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11 or with respect to other changes relating to the matters described in clauses (i) and (ii) below that are not materially adverse to the interests of the authorized Equity Interests of each Borrower (other than ParentLenders), by class, and, as is a complete and accurate list of the Closing DateLoan Parties’ direct and indirect Subsidiaries, a description of showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class that are owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and outstandingis fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) or created pursuant to the Joint Venture Documents, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Neither Borrower (other than Parent) nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Borrower’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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicableor the local equivalent) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Except as described on Schedule 4.1(b), Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock. (c) Set forth on Schedule 4.1(b4.1(c) (as such Schedule may be updated from time to time by delivery of an updated schedule delivered with the quarterly Compliance Certificate, to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate description, as list of the Closing DateLoan Parties’ direct and indirect Subsidiaries, of the authorized Equity Interests of each Borrower showing: (other than Parent), by class, and, as of the Closing Date, a description of i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class that are owned directly or indirectly by each Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and, in the case of any such corporate Subsidiary, is fully paid and outstanding. No non-assessable. (d) Except as set forth on Schedule 4.1(d), neither any Borrower (other than Parent) nor any of their respective Subsidiaries is 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. (ce) Set forth on Schedule 4.1(c), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly There is no issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares outstanding Prohibited Preferred Stock of any Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrumentLoan Party.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and and, to the extent applicable, in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent)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 (other than Parent) is 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 any Parent’s 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 and each of its Restricted Subsidiaries (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set [Reserved]. (c) As of the Closing Date, set forth on Schedule 4.1(b4.1(c) to this Agreement is a complete and accurate descriptionlist of the Loan Parties’ direct and indirect Restricted Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Restricted Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by each Loan Party. All of the outstanding Equity Interests of each such Restricted Subsidiary has been validly issued and is fully paid and non-assessable. As of the Closing Date, there are no Unrestricted Subsidiaries. (d) Except as set forth on Schedule 4.1(d) to this Agreement, as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of the authorized any Loan Party’s or any of its Restricted Subsidiaries’ Equity Interests Interests, including any right of each Borrower (conversion or exchange under any outstanding security or other than Parent), by class, and, as instrument. As of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. No Borrower (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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), is, ) (as of the Closing Date, 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) in the case of direct subsidiaries, 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 ParentParent Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 and each of its Subsidiaries (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) [Reserved]. (c) Set forth on Schedule 4.1(b4.1(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 description, as list of the Closing DateLoan 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 authorized Equity Interests outstanding shares of each Borrower (other than Parent), by class, and, as of the Closing Date, a description of such class and the number of shares of each such class that are owned directly or indirectly by such Loan Party. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and outstandingis fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d) of the Disclosure Letter, as of the Closing Date, 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. No Borrower (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 formed or incorporated and organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization formation or incorporationorganization, as applicable, (ii) is qualified to do business in any state where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b4.4(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, as of the Closing Date, description of the authorized Equity Interests Stock of each Borrower (other than Parent)Loan Party and each Subsidiary of each 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. Other than as described on Schedule 4.4(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Loan Party is 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. All of the outstanding Stock of each Loan Party (i) has been validly issued, is fully paid and non-assessable, to the extent applicable, (ii) was issued in compliance with all Applicable Law, and (iii) are free and clear of all Liens other than Permitted Liens. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, 4.4(c) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiariesorganization of Parent and each other Loan Party, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage chief executive office of Parent and each other Loan Party, and (iii) the outstanding shares organizational identification number of Parent and each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable other Loan Party (to the extent such concept is applicableif any). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate descriptionis, as of the Closing Date, a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower (other than Parent), 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. No 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 than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, showing: (i) in the case percentage ownership by Parent of direct subsidiaries, the number of outstanding shares of each class of common and preferred Equity Interests authorized for Stock of each of such Parent’s direct Subsidiaries, and (ii) the percentage ownership by each of Parent’s direct and indirect Subsidiaries that are Loan Parties of the outstanding shares of each class of common and preferred Stock of such class owned directly or indirectly by ParentSubsidiary’s direct Subsidiaries. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 any Parent's Subsidiaries’ Equity Interests' capital Stock, including any put option or any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(c), 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, except where the failure to so qualify is the result of the status of the Loan Parties as debtors-in-possession in the Chapter 11 Cases, and (iii) subject to the Bankruptcy Code, the Bankruptcy Rules, entry of the Interim Order or the Final Order, as applicable, and such other orders as have been or may hereafter be entered by the Bankruptcy Court in the Chapter 11 Cases has all requisite corporate or other organizational 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. (b) Set As of the Closing Date, (i) set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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. No Borrower , and (other than Parentii) 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 As of the Closing Date, set forth on Schedule 4.1(c), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (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 any Loan Party 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests 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 Parentthe Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational power and authority to own and operate its material properties, to carry on its material business as now conducted and as proposed to be conducted, conducted 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of are the authorized Equity Interests of each Borrower (other than Parent)Loan Party 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. 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 or Subsidiary’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) nor any Subsidiary of Borrowers is 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has of a Loan Party have been validly issued and is are fully paid and and, except with respect to the shares of Colt Canada, non-assessable (to the extent such concept is applicable)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 any Subsidiaries’ Loan Party’s Equity Interests or 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) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) upon entry of the Orders, as applicable, has all requisite corporate or other organizational 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, (iv) upon entry of the Orders, as applicable, 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 therebythereby and (v) is a debtor in one of the Chapter 11 Cases. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of are the authorized Equity Interests of each Borrower (other than Parent)Loan Party 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. No 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 than Parent) instrument. None of the Borrowers or any Subsidiary is 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. 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 (to the extent such concept is applicable)assessable. (d) Except as set forth on Schedule 4.1(d), there None of the 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 any Subsidiaries’ Loan Party’s Equity Interests or 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) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent)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 (other Other than Parent) is subject 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parentsuch 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 (to assessable. None of the extent such concept Loan Parties has any Material Subsidiary that is applicable)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 any 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 Credit Party (i) is duly organized or incorporated and existing and in good standing (where standing, if applicable) , under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state state, province or territory where the failure to be so qualified would reasonably could be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.16), is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent)Credit 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 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Credit Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Credit Party is 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 permitted to be made under Section 5.16), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ each Credit Party’s direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiariestheir 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 Parentthe applicable Credit Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 Credit Party’s Subsidiaries’ Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Credit 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 Credit 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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. No Borrower (other than Parent) 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) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (d) Except as set forth on Schedule 4.1(d) to this Agreement (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 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 and each of its Subsidiaries (i) is duly organized or incorporated and existing and (to the extent the concept is applicable in such jurisdiction) in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where in which the failure to be so qualified would nature of its business or the ownership or leasing of its properties makes such qualification necessary or reasonably be expected to result in a Material Adverse Effectdesirable, and (iii) has all requisite corporate or other organizational power and authority to own and operate its properties, and to carry on its business as now conducted and as proposed to be conducted, 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, except, in each case under clauses (ii) and (iii) above, where the failure to do so, or so possess, individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 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 each 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 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 Borrower (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified and licensed to do business in any state where the failure to be so qualified would individually or in the aggregate reasonably could be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational power and authority to own own, 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests Capital Stock of each Borrower (other than Parent)of Parent and 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 Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of either Parent’s or Borrower’s Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor Borrower (other than Parent) is 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), is, ) (as of the Closing Date, such Schedule may be further 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 Restricted Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests Capital Stock authorized for each of such Restricted Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by ParentBorrower and (iii) whether such Restricted Subsidiary is an Immaterial Subsidiary. All of the outstanding Equity Interests Capital Stock of each such Restricted Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 any Borrower’s Restricted Subsidiaries’ Equity InterestsCapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(c), neither Parent nor any of its Restricted Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Restricted 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 (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and Change (iii) has all requisite corporate or other organizational power and authority to own and operate its properties, to carry on its business as now conducted where the failure to comply with this clause (iii) could reasonably be expected to result in a Material Adverse Change and as proposed to be conducted(iv) has all requisite power and authority to, to enter into and perform under the Loan Documents to which it is a party and to carry out the transactions contemplated therebyTransactions. (b) Set forth on Schedule 4.1(b) 4.1 is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent), 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, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries as of the Closing Date, showing, as of the Closing Date: (i) the number and percentage of each class of Stock owned directly or indirectly by Parent and its Subsidiaries in each of such Subsidiaries, and (ii) the number of shares of each class of common and preferred Stock (if any) authorized for each Loan Party and its Subsidiaries. No Borrower All of the outstanding 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, there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other than Parent) 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 its Equity Interests Parent’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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Borrower and each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Capital Interests of Borrower and each Borrower (other than Parent)of its Subsidiaries, 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, in the case of Subsidiaries of Borrower, the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. No Other than as described on Schedule 4.1(b), as of the Closing Date, (i) there are no subscriptions, options, warrants, or calls relating to any shares of any such Person’s Capital Interests, including any right of conversion or exchange under any outstanding security or other instrument and (ii) neither Borrower (other than Parent) nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Capital Interests or any security convertible into or exchangeable for any of its Equity Capital Interests. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Capital Interests of each such Subsidiary of Borrower has been validly issued and and, to the extent applicable, is fully paid and non-assessable (to the extent such concept is applicable)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 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 of its Subsidiaries (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated by Parent from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 by Parent 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 a Loan Party. No Borrower All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except in connection with customary employee or director compensation arrangements, as set forth in the Convertible Debt Documents, to the extent constituting Qualified Equity Interests, or as otherwise set forth on Schedule 4.1(d) to this Agreement, (i) as of the Closing Date, 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 than Parentinstrument, and (ii) 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 InterestsInterests other than with respect to Convertible Debt or Permitted Convertible Notes upon a "fundamental change". (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Parent and each Loan Party (i) is duly organized formed or incorporated and organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization formation or incorporationorganization, as applicable, (ii) subject to Schedule 3.6, is qualified to do business in any state where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b4.4(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, as of the Closing Date, description of the authorized Equity Interests Stock of each Borrower (other than Parent)Loan Party and each Subsidiary of each 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. Other than as described on Schedule 4.4(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Loan Party is 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. All of the outstanding Stock of each Loan Party (i) has been validly issued, is fully paid and non-assessable, to the extent applicable, (ii) was issued in compliance with all Applicable Law, and (iii) are free and clear of all Liens other than Permitted Liens. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, 4.4(c) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiariesorganization of Parent and each Loan Party, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage chief executive office of Parent and each Loan Party, and (iii) the outstanding shares organizational identification number of Parent and each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable Loan Party (to the extent such concept is applicableif any). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)Loan Party 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. Any preferred Equity Interests issued by Borrower or any other Loan Party does not have any voting rights and does not have any right to convert to a common class of Equity Interest. (c) Set forth on Schedule 4.1(c) 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 as of the Closing Date. 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), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of Parent or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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 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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentAdministrative Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 or incorporated and existing and in good standing (where applicableor the non-U.S. equivalent thereof) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state each jurisdiction where the failure to be so qualified would reasonably could be expected to result in a Material Adverse EffectChange, and (iiiii) has all requisite corporate or other organizational 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 make the borrowings hereunder (in the case of 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. (b) Set forth on SCHEDULE 4.8(B) (as such Schedule 4.1(b) may be updated from time to time to reflect changes permitted to be made under SECTION 5.16), is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent)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. 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 Borrower (other than Parent) Loan Party is 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 4.8(C) (as such Schedule 4.1(cmay be updated from time to time to reflect changes permitted to be made under SECTION 5.16), is, as of the Closing Date, is a complete and accurate list of the each Loan Parties’ Party's direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiariestheir 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 Parentthe 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 (to the extent such concept is applicable)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 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower Loan Party (other than Parent), 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 (other than Parent) 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) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parenteach Loan Party. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (d) Except as set forth on Schedule 4.1(d)) to this Agreement, as of the Closing Date, 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.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) upon entry of the Orders, as applicable, has all requisite corporate or other organizational power and authority to own and operate its material properties, to carry on its material business as now conducted and as proposed to be conductedconducted and (iv) upon entry of the Orders, as applicable, 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of are the authorized Equity Interests of each Borrower (other than Parent)Loan Party 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. 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 or Subsidiary’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) nor any Subsidiary of Borrowers is 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has of a Loan Party have been validly issued and is are fully paid and and, except with respect to the shares of Colt Canada, non-assessable (to the extent such concept is applicable)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 any Subsidiaries’ Loan Party’s Equity Interests or 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) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate corporate, limited liability company, or other organizational company 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 party, and to carry out the transactions contemplated thereby. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)Borrower, by class, and, as of the Closing Amendment No. 4 Effective 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) (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 39 the percentage of the outstanding shares of each such class owned directly or indirectly by the Loan Parties or their Subsidiaries, as 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), as of the Amendment No. 4 Effective Date, 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. No Borrower (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentEAC. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state each jurisdiction where the failure to be so qualified would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b5.6(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests Share capital of each Borrower (other than Parent)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. No Other than as described on Schedule 5.6(b), there are no subscriptions, options, warrants or calls relating to any of Borrower's Share capital, including any right of conversion or exchange under any outstanding security or other instrument. Borrower (other than Parent) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Shares or any security convertible into or exchangeable for any of its Equity InterestsShares. (c) Except as set forth in Schedule 5.6(c), Borrower has no Subsidiaries or other ownership interest (including the right to share in the profits and losses) of any other Person. Set forth on Schedule 4.1(c), is, as of the Closing Date, 5.6(c) is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect SubsidiariesSubsidiaries and any other person in which Borrower otherwise has an ownership interest, showing: showing (i) in the case jurisdiction of direct subsidiariestheir organization, (ii) the number of shares of each class of common and preferred Equity Interests Shares authorized for each of such Subsidiaries, Subsidiaries and (iiiii) the number and the percentage of the outstanding shares Shares of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests Shares of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) [Intentionally Omitted]. (c) Set forth on Schedule 4.1(b) 5.8(c), as such Schedule may be amended upon no less than 30 days prior written notice to Agent, is a complete and accurate descriptionlist of Borrower’s direct and indirect Subsidiaries, as showing: (i) the jurisdiction of the Closing Datetheir organization, of the authorized Equity Interests of each Borrower (other than Parent), by class, and, as of the Closing Date, a description of ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class that are owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and outstandingis fully paid and in the case of a corporation, non- assessable. (d) Except as set forth on Schedule 5.8(d), as such Schedule may be amended upon no less than 30 days prior written notice to Agent there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Neither Borrower (other than Parent) nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests Borrower’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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (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 would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) 5.8, is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: : (i) in the case jurisdiction of direct subsidiaries, their organization; (ii) the number of shares or units of each class of common and preferred Equity Interests stock or other equity securities authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares or units of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital stock or other equity securities of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dc) Except as set forth on Schedule 4.1(d)5.8, there are no subscriptionscapital stock or other equity securities (or any securities, instruments, warrants, options, warrantspurchase rights, or calls relating to any shares of any Subsidiaries’ Equity Interests, including any right of conversion or exchange under rights, calls, commitments or claims of any outstanding security character convertible into or exercisable for capital stock or other equity securities) 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. (d) Set forth on Schedule 5.8 are, with respect to each Subsidiary of Borrower that is not a Foreign Subsidiary: (i) a description of the direct and indirect stockholders (or holders of equivalent equity interests) of each such Subsidiary; (ii) the total assets of each such Subsidiary; (iii) the amount of the net value of Borrower's direct or indirect investment in such Subsidiary; and (iv) a true, correct, and complete statement regarding whether each such Subsidiary's assets are comprised principally of (x) foreign assets, (y) securities of other Subsidiaries of Borrower, or (z) other operating assets.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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. No Borrower (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 Parent’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.. Table of Contents

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, (as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parentsuch Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dc) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Domestic Subsidiaries’ or first tier Foreign Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.. ACTIVE 682292377v9 - 39 -

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (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 would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) 5.8, is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: : (i) in the case jurisdiction of direct subsidiaries, their organization; (ii) the number of shares or units of each class of common and preferred Equity Interests stock or other equity securities authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares or units of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital stock or other equity securities of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dc) Except as set forth on Schedule 4.1(d)5.8, there are no subscriptionscapital stock or other equity securities (or any securities, instruments, warrants, options, warrantspurchase rights, or calls relating to any shares of any Subsidiaries’ Equity Interests, including any right of conversion or exchange under rights, calls, commitments or claims of any outstanding security character convertible into or exercisable for capital stock or other equity securities) 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. (d) Set forth on Schedule 5.8 are, with respect to each Subsidiary of Borrower that is not a Foreign Subsidiary: (i) a description of the direct and indirect stockholders (or holders of equivalent equity interests) of each such Subsidiary; (ii) the total assets of each such Subsidiary; (iii) the amount of the net value of Borrower's direct or indirect investment in such Subsidiary; and (iv) a true, correct, and complete statement regarding whether each such Subsidiary's assets are comprised principally of (x) foreign assets, (y) securities of other Subsidiaries of Borrower, or (z) other operating assets.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized formed or incorporated and organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization formation or incorporationorganization, as applicable, (ii) is qualified to do business in any state where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b4.4(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, description as of the Closing Date, Date of (i) the authorized Equity Interests Stock of each Borrower (other than Parent)Loan Party and each Subsidiary of each Loan Party, by class, and, as of the Closing Date, class and (ii) 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 any Loan Party’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Loan Party is 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. All of the outstanding Stock of each Loan Party (i) has been validly issued, is fully paid and non-assessable, to the extent applicable, (ii) was issued in compliance with all Applicable Law, and (iii) except with respect to any publicly traded Stock of Borrower (for which no Loan Party makes any representation whatsoever), are free and clear of all Liens other than Permitted Liens. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, 4.4(c) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiaries, the number of shares organization of each class of common and preferred Equity Interests authorized for each of such SubsidiariesLoan Party, and (ii) the percentage of the outstanding shares chief executive office of each such class owned directly or indirectly by Parent. All of Loan Party, and (iii) the outstanding Equity Interests organizational identification number of each such Subsidiary has been validly issued and is fully paid and non-assessable Loan Party (to the extent such concept is applicableif any). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified or registered to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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. No Borrower (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has have been validly issued and is are fully paid and non-assessable (to the extent such concept is applicable)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 Loan Party’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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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. No Borrower (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parenteach Loan Party. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and and, in the case of such Subsidiaries that are corporations, is fully paid and non-assessable (to the extent such concept is applicable)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 Loan Party’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 Except as described in the Post-Closing Agreement, each Credit Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set As of the Closing Date, other than as described on Schedule 5.7(b), and except for employee stock options, there are no subscriptions, options, warrants, or calls relating to any shares of any Credit Party'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) is a complete and accurate description5.7(b), as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) no Credit Party is 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), isis a complete and accurate list of each Credit Party's direct and indirect Subsidiaries, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in with respect to all Subsidiaries other than Excluded Subsidiaries, (A) the case jurisdiction of direct subsidiariestheir organization, (B) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such SubsidiariesCredit Party, and (iiC) the percentage of the outstanding shares of each such class owned directly or indirectly by Parentsuch Credit Party and (ii) with respect to all Excluded Subsidiaries, (x) the jurisdiction of their organization and (y) the percentage of Stock owned directly or indirectly by any Credit Party in such Excluded Subsidiaries. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 incorporated and incorporated, as applicable, validly existing and (where applicable in the relevant jurisdiction) in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is duly qualified and licensed to do business in any state each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, except to the extent the failure to be so qualified would or licensed could not reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate descriptionis, as of the Closing Date, a complete and accurate description of the authorized Equity Interests of each Borrower (other than Parent)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 outstandingoutstanding (including the owner thereof). (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 such Loan Party. No 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 any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other than Parent) instrument. Except as set forth on Schedule 4.1(d), 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 Except as described in the Post-Closing Agreement, each Credit Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set As of the Closing Date, other than as described on Schedule 5.7(b), and except for employee stock options, there are no subscriptions, options, warrants, or calls relating to any shares of any Credit Party’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) is a complete and accurate description5.7(b), as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) no Credit Party is 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), isis a complete and accurate list of each Credit Party’s direct and indirect Subsidiaries, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in with respect to all Subsidiaries other than Excluded Subsidiaries and Unrestricted Subsidiaries, (A) the case jurisdiction of direct subsidiariestheir organization, (B) the number of shares of each class of common and preferred Equity Interests Stock authorized for each of such SubsidiariesCredit Party, and (iiC) the percentage of the outstanding shares of each such class owned directly or indirectly by Parentsuch Credit Party and (ii) with respect to all Excluded Subsidiaries and Unrestricted Subsidiaries, (x) the jurisdiction of their organization and (y) the percentage of Stock owned directly or indirectly by any Credit Party in such Excluded Subsidiaries. All of the outstanding Equity Interests capital Stock of each such Restricted Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 formed or incorporated and organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization formation or incorporationorganization, as applicable, (ii) is qualified to do business in any state where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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 Transaction Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b4.4(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, description as of the Closing Date, Date of (i) the authorized Equity Interests Stock of each Borrower (other than Parent)Loan Party and each Subsidiary of each Loan Party, by class, and, as of the Closing Date, class and (ii) a description of the number of shares of each such class that are issued and outstanding. No Borrower (Other than as described on Schedule 4.4(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than Parent) [Redacted], no Loan Party is 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. All of the outstanding Stock of each Loan Party (i) has been validly issued, is fully paid and non-assessable, to the extent applicable, (ii) was issued in compliance with all Applicable Law, and (iii) except with respect to any publicly traded Stock of Borrower (for which no Loan Party makes any representation whatsoever), are free and clear of all Liens other than Permitted Liens. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, 4.4(c) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiaries, the number of shares organization of each class of common and preferred Equity Interests authorized for each of such SubsidiariesLoan Party, and (ii) the percentage of the outstanding shares chief executive office of each such class owned directly or indirectly by Parent. All of Loan Party, and (iii) the outstanding Equity Interests organizational identification number of each such Subsidiary has been validly issued and is fully paid and non-assessable Loan Party (to the extent such concept is applicableif any). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Borrower and each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) . Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Capital Interests of Borrower and each Borrower (other than Parent)of its Subsidiaries, 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, in the case of Subsidiaries of Borrower, the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. No Other than as described on Schedule 4.1(b), as of the Closing Date, (i) there are no subscriptions, options, warrants, or calls relating to any shares of any such Person’s Capital Interests, including any right of conversion or exchange under any outstanding security or other instrument and (ii) neither Borrower (other than Parent) nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Capital Interests or any security convertible into or exchangeable for any of its Equity Capital Interests. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Capital Interests of each such Subsidiary of Borrower has been validly issued and and, to the extent applicable, is fully paid and non-assessable (to the extent such concept is applicable)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 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.16) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent)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. Other than as described on Schedule 4.8(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 Borrower (other than Parent) Loan Party is 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 permitted to be made under Section 5.16), is, as of the Closing Date, is a complete and accurate list of the each Loan Parties’ Party’s direct and indirect SubsidiariesSubsidiaries (other than other Loan Parties), showing: (i) in the case jurisdiction of direct subsidiariestheir 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 Parentthe 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 (to the extent such concept is applicable)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 Loan Party’s Subsidiaries’ Equity Interests(other than other Loan Parties) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party 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 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 its Subsidiaries (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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 under this Agreement), is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests Stock of each Borrower (other than Parent)Loan Party and its Subsidiaries, 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 any Loan Party’s or its Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Loan Party or its Subsidiaries is 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 Interests. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by ParentStock. All of the outstanding Equity Interests Stock of each such Subsidiary Loan Party and its Subsidiaries has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dc) Except as set Set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares 4.8(c) is a complete and accurate list of any Subsidiaries’ Equity Interests, including any right the jurisdiction of conversion or exchange under any outstanding security or other instrumentorganization of each Loan Party.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and incorporated, validly existing and in good standing (where applicable) under the laws Laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any province or state or other jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set As of the Closing Date, set forth on Schedule 4.1(b) hereto is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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) hereto (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect SubsidiariesSubsidiaries of Borrower, showing: (i) in the case of direct subsidiaries, 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 ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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) is duly organized or incorporated and existing and in good standing (where applicableor its equivalent) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) to the Disclosure Letter is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent)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. No As of the Closing Date, no Borrower (other than Parent) 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 InterestsInterests except as set forth on Schedule 4.1(b) to the Disclosure Letter. (c) Set forth on Schedule 4.1(c), is) to the Disclosure Letter, as of the Closing Date, is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares showing a true and correct list of each class of common all of the authorized, and preferred the issued and outstanding, Equity Interests authorized of each Loan Party and (except for each Parent) the record and beneficial owners of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by ParentEquity Interests. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares a corporation organized under the laws of any Subsidiaries’ Equity Intereststhe United States, including any right of conversion or exchange under any outstanding security or other instrumentnon-assessable.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, (as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parentsuch Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dc) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Domestic Subsidiaries’ or first tier Foreign 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state statejurisdiction where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicableor its equivalent) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) US Borrower is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than 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 other than obligations payable with respect to Qualified 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ US Borrower’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date (including Borrowers), showing: (i) in the case of direct subsidiaries, the number of shares showing a true and correct list of each class of common all of the authorized, and preferred the issued and outstanding, Equity Interests authorized of each Loan Party and (except for each US Borrower) the record and beneficial owners of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by ParentEquity Interests. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)relating to a corporation organized under the laws of the United States, non-assessable. (d) Except as set forth on Schedule 4.1(d)) or with respect to any Qualified Equity Interest, there are no subscriptions, options, warrants, or calls relating to any shares of any US 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 (other than Parent) 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 ParentEAC. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) to this Agreement is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 outstandingoutstanding in each case, as of the Closing Date. (c) Set forth on Schedule 4.1(c) to this Agreement, is a complete and accurate list of the Loan Parties’ and each of their direct and indirect Subsidiaries, showing, as of the Closing Date: (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 each 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 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 Borrower (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) 5.8(b), is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower Loan Party (other than Parentexcept for changes resulting from the issuance of the Preferred Stock), 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 such Person's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Loan Party is 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 pursuant to the terms of the Preferred Stock Purchase Agreement. (c) Set forth on Schedule 4.1(c5.8(c), is, as of the Closing Date, is a complete and accurate list of the each Loan Parties’ Party's direct and indirect Subsidiaries, showing: : (i) in the case jurisdiction of direct subsidiaries, 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 Parentthe 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 (to the extent such concept is applicable)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 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, other than pursuant to the terms of the Preferred Stock Purchase Agreement.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (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, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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 Other than as described on Schedule 4.1(b), Borrower (other than 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parenteach Loan Party. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 Loan Party’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 or incorporated and existing and in good standing (where applicableor its equivalent) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), by class, and, as of the Closing Date, a description of the number of shares of each such class that Borrowers are issued and outstanding. No Borrower (other than 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 other than obligations payable with respect to Qualified 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, as of the Closing Date, is a complete and accurate list of the Loan Parties’ Company's direct and indirect SubsidiariesSubsidiaries as of the Closing Date (including Borrowers), showing: (i) in the case of direct subsidiaries, the number of shares showing a true and correct list of each class of common all of the authorized, and preferred the issued and outstanding, Equity Interests authorized of each Loan Party and (except for each the Company) the record and beneficial owners of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by ParentEquity Interests. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)relating to a corporation organized under the laws of the United States, non-assessable. (d) Except as set forth on Schedule 4.1(d)) or with respect to any Qualified Equity Interest, there are no subscriptions, options, warrants, or calls relating to any shares of any the Company’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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, (as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parentsuch Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)assessable. (dc) Except as set forth on Schedule 4.1(d4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Domestic Subsidiaries’ or first tier Foreign 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 incorporated and existing and in good standing (where applicableor its equivalent) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) to the Disclosure Letter is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent)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 As of the Closing Date, Borrower (other than 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 InterestsInterests except as set forth on Schedule 4.1(b) to the Disclosure Letter. (c) Set forth on Schedule 4.1(c), is) to the Disclosure Letter, as of the Closing Date, is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares showing a true and correct list of each class of common all of the authorized, and preferred the issued and outstanding, Equity Interests authorized of each Loan Party and (except for each Borrower) the record and beneficial owners of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by ParentEquity Interests. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares a corporation organized under the laws of any Subsidiaries’ Equity Intereststhe United States, including any right of conversion or exchange under any outstanding security or other instrumentnon-assessable.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized formed or incorporated and organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization formation or incorporationorganization, as applicable, (ii) subject to Schedule 3.5, is qualified to do business in any state where the failure to be so qualified would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b4.3(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, as of the Closing Date, description of the authorized Equity Interests Stock of each Borrower (other than Parent)Loan Party and each Subsidiary of each 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. Other than as described on Schedule 4.3(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Loan Party is 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. All of the outstanding Stock of each Loan Party (i) has been validly issued, is fully paid and non-assessable, to the extent applicable, (ii) was issued in compliance with all Applicable Law, and (iii) are free and clear of all Liens other than Permitted Liens. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, 4.3(c) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiariesorganization of Parent and each other Loan Party, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage chief executive office of Parent and each other Loan Party, and (iii) the outstanding shares organizational identification number of Parent and each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable other Loan Party (to the extent such concept is applicableif any). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 incorporated and organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is duly qualified and licensed to do business in any state each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, except to the extent the failure to be so qualified would or licensed could not reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate descriptionis, as of the Closing Date, a complete and accurate description of the authorized Equity Interests of each Borrower (other than Parent)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 outstandingoutstanding (including the owner thereof). (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 such Loan Party. No 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 any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other than Parent) instrument. Except as set forth on Schedule 4.1(d), 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 formed or incorporated and organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its organization formation or incorporationorganization, as applicable, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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 Transaction Documents to which it is a party and to carry out the transactions contemplated therebyTransactions. (b) Set forth on Schedule 4.1(b4.4(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests Stock of each Borrower (other than Parent)Loan Party and each Subsidiary of each 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. Other than as described on Schedule 4.4(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) Loan Party is 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. All of the outstanding Stock of each Loan Party (i) has been validly issued, is fully paid and non-assessable, to the extent applicable, (ii) was issued in compliance with all Applicable Law, and (iii) are free and clear of all Liens other than Permitted Liens. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, 4.4(c) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiaries, the number of shares organization of each class of common and preferred Equity Interests authorized for each of such SubsidiariesLoan Party, and (ii) the percentage of the outstanding shares chief executive office of each such class owned directly or indirectly by Parent. All of Loan Party, and (iii) the outstanding Equity Interests organizational identification number of each such Subsidiary has been validly issued and is fully paid and non-assessable Loan Party (to the extent such concept is applicableif any). (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (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 would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) Each Guarantor is a complete duly organized and accurate description, as existing and in good standing under the laws of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) is 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), is, as of the Closing Date, 5.6 attached hereto is a complete and ------------ accurate list of the Loan Parties’ Prandium's direct and indirect Subsidiaries, showing: (i) in the case jurisdiction of direct subsidiaries, 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 ParentPrandium. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable). (d) Except as set forth on Schedule 4.1(d)5.6 attached hereto, there are no subscriptions------------ capital Stock (or any securities, instruments, warrants, options, warrantspurchase rights, or calls relating to any shares of any 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 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests of each Borrower (other than Parent)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. No Borrower (other than Parent) Except as set forth on Schedule 4.1(b), 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), isis a complete and accurate list, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parentthe Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 Loan Party’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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where material assets are located or where necessary to conduct its business, except where the failure to be in good standing or so qualified would could not reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, description as of the Closing Date, Date of the authorized Equity Interests of each Borrower (other than Parent)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. 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 each Loan Party’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower (other than Parent) 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), is, as 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 Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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 Parenteach Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 any Loan Party’s Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither any Loan Party’s nor any Subsidiaries of any Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party’s Subsidiaries’ Equity Interests or any security convertible into or exchangeable for any such Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (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 would reasonably could be expected to result in have a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) 5.8, is a complete and accurate description, list of ------------ all shareholders of Borrower owning five (5) percent or more of Borrower's capital stock as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) 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), is, as of the Closing Date, a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests stock authorized for Borrower; and (ii) the number and the percentage of the outstanding shares of each such class owned by such shareholders. (c) Set forth on Schedule 5.8, is a complete and accurate list of ------------ 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 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 ParentBorrower. All of the outstanding Equity Interests capital stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 any 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 or 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 Credit Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporation, (ii) is and qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set As of the ClosingEighth Amendment Effective Date, set forth on Schedule 4.1(b) 5.7(b), is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests capital Stock of each Borrower (other than Parent)Credit Party, by class, and, as of the Closing ClosingEighth Amendment Effective Date, a description of the number of shares of each such class that are issued and outstanding. No Borrower (As of the ClosingEighth Amendment Effective Date, other than Parent) as described on Schedule 5.7(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Credit Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. As of the ClosingEighth Amendment Effective Date, except as set forth on Schedule 5.7(b), no Credit Party is 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), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ each Credit Party’s direct and indirect SubsidiariesSubsidiaries (including Excluded Subsidiaries as indicated thereon), as of the ClosingEighth Amendment Effective Date, showing: (i) in the case jurisdiction of direct subsidiariestheir 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 Parentsuch Credit Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 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 incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would reasonably could be expected to result in a Material Adverse EffectChange, and (iii) has all requisite corporate or other organizational power and authority to own and operate its properties, to carry on its business in all material respects 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. (b) Set forth Except as described on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, of the authorized Equity Interests of each Borrower (other than Parent), 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 (other than Parent) 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 permitted to be made under Section 5.11), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, 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. All of the outstanding Equity Interests capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 any Parent’s 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 or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization or incorporationorganization, (ii) is qualified to do business in any state where the failure to be so qualified would could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or other organizational 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. (b) Set forth on Schedule 4.1(b) is a complete and accurate description, as of the Closing Date, description of the authorized Equity Interests equity interests of each Borrower (other than Parent)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. No Borrower (other than Parent) Except as set forth on Schedule 4.1(b), no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests equity interests or any security convertible into or exchangeable for any of its Equity Interestsequity interests. (c) Set forth on Schedule 4.1(c), is, as of the Closing Date, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) in the case of direct subsidiaries, the number of shares of each class of common and preferred Equity Interests 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 ParentHoldings and the Borrower. All of the outstanding Equity Interests equity interests of each such Subsidiary has been validly issued and is fully paid and non-assessable (to the extent such concept is applicable)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 Loan Party’s or any of its Subsidiaries’ Equity Interestsequity interests, including any right of conversion or exchange under any outstanding security or other instrument.