Common use of Equity Interests and Ownership Clause in Contracts

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Restricted Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable). Except as set forth on Schedule 4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Restricted Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable non‑assessable (to the extent such concepts are applicable). Except as set forth on Schedule 4.2, as of the date hereofClosing Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Parent, Borrower and its Restricted their respective Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable)assessable. Except as set forth on Schedule 4.2, as of the date hereofClosing Datehereof, there is no existing option, warrant, call, right, commitment or other agreement to which Parent, Borrower or any of its their respective Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Parent, Borrower or any of its their respective Subsidiaries of any additional membership interests or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Parent, Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing DateDate after giving effect to the Transactions.

Equity Interests and Ownership. The Equity Interests of each of the Borrower and its Restricted Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable)assessable. Except as set forth on Schedule 4.24.02, as of the date hereofClosing Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of the Borrower or any of its Subsidiaries outstanding which upon conversion conversion, exchange or exchange exercise would require, the issuance by the Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of the Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of the Borrower or any of its Subsidiaries. Schedule 4.2 4.02 correctly sets forth the ownership interest of the Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Parent, Borrower and its Restricted their respective Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable)assessable. Except as set forth on Schedule 4.2, as of the date hereofClosing Datehereof, there is no existing option, warrant, call, right, commitment or other agreement to which Parent, Borrower or any of its their respective Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Parent, Borrower or any of its their respective Subsidiaries of any additional membership interests or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Parent, Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Restatement Date.

Equity Interests and Ownership. The Equity Interests of each of Parent, Borrower and its Restricted their respective Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable)assessable. Except as set forth on Schedule 4.2, as of the date hereofClosing Datehereof, there is no existing option, warrant, call, right, commitment or other agreement to which Parent, Borrower or any of its their respective Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Parent, Borrower or any of its their respective Subsidiaries of any additional membership interests or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Parent, Borrower or any of its their respective Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Parent, Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The At the Closing Date, the Equity Interests of each of the Borrower and its Restricted Domestic Subsidiaries have and first tier Foreign Subsidiaries has been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable)assessable. Except as set forth on Schedule 4.24. 02, as of the date hereofClosing Datehereof, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of the Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of the Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of the Borrower or any of its Subsidiaries. Schedule 4.2 4.02 correctly sets forth the ownership interest of the Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing DateDate both before and after giving effect to the Transactions.