Common use of Equity Interests and Ownership Clause in Contracts

Equity Interests and Ownership. The Equity Interests of each of Holdings and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2 or as permitted by Section 6.2(u), as of the 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 Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Holdings Borrower and its Restricted Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2 or as permitted by Section 6.2(u)4.02, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries such Restricted Subsidiary of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries such Restricted Subsidiary 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 Subsidiariessuch Restricted Subsidiary. Schedule 4.2 4.02 correctly sets forth the ownership interest of Holdings and each of its Borrower’s Subsidiaries in their its respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Holdings Borrower and its Restricted Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2 or as permitted by Section 6.2(u)4.02, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries such Restricted Subsidiary of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries such Restricted Subsidiary 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 Subsidiariessuch Restricted Subsidiary. Schedule 4.2 4.02 correctly sets forth the ownership interest of Holdings and each of its Borrower’’s Subsidiaries in their its respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each Subsidiaries of Holdings and its Subsidiaries have Borrower has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2 or as permitted by Section 6.2(u)4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Subsidiary of Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of any Subsidiary of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by any Subsidiary of Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of any Subsidiary 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 Subsidiary of its SubsidiariesBorrower. Schedule 4.2 correctly sets forth the ownership interest of Holdings Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing DateEffective Date after giving effect to the consummation of the Plan.

Equity Interests and Ownership. The Equity Interests of each of Holdings Borrower and its Restricted Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-non assessable. Except as set forth on Schedule 4.2 or as permitted by Section 6.2(u)4.02, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries such Restricted Subsidiary of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries such Restricted Subsidiary 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 Subsidiariessuch Restricted Subsidiary. Schedule 4.2 4.02 correctly sets forth the ownership interest of Holdings and each of its Borrower’s Subsidiaries in their its respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Holdings Borrower and its Restricted Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-non assessable. Except as set forth on Schedule 4.2 or as permitted by Section 6.2(u)4.02 to the Disclosure Letter, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries such Restricted Subsidiary of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries such Restricted Subsidiary 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 Subsidiariessuch Restricted Subsidiary. Schedule 4.2 4.02 to the Disclosure Letter correctly sets forth the ownership interest of Holdings and each of its Borrower's Subsidiaries in their its respective Subsidiaries as of the Closing Date and identifies each Subsidiary as either a Restricted Subsidiary or an Unrestricted Subsidiary as of the Closing Date.

Equity Interests and Ownership. Schedule 5.2 correctly sets forth the ownership interest of each Borrower in its respective Restricted Subsidiaries as of the Closing Date. The Equity Interests of each of Holdings and its Subsidiaries Borrower have been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2 or as permitted by Section 6.2(u)5.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment commitment, buy-sell, voting trust or other shareholder agreement or other agreement to which Borrower or any of its Subsidiaries Restricted Subsidiary is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries Restricted Subsidiary outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries Restricted Subsidiary of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries Restricted Subsidiary 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 Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing DateRestricted Subsidiary.