Common use of Equity Interests and Ownership Clause in Contracts

Equity Interests and Ownership. The Equity Interests of each Subsidiary of the Company (other than any Immaterial Subsidiary) and the other Loan Parties have been duly authorized and validly issued and is fully paid and non-assessable. As of the Restatement Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrowers or any of their Subsidiaries (other than any Immaterial Subsidiary) is a party requiring, and there is no membership interest or other Equity Interests of the Borrowers or any of their Subsidiaries (other than any Immaterial Subsidiary) outstanding which upon conversion or exchange would require, the issuance by such Borrower or such Subsidiary of any additional membership interests or other Equity Interests of such Borrower or such 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 such Borrower or such Subsidiary. Schedule 5.02 correctly sets forth the organizational structure, including the ownership interest of each Borrower and each of its Subsidiaries in their respective Subsidiaries, and capital structure of the Borrowers and their Subsidiaries as of the Restatement Date.

Equity Interests and Ownership. The Equity Interests of each Subsidiary of the Company Borrower (other than any Immaterial Domestic Subsidiary) and the other Loan Credit Parties have been duly authorized and validly issued and is fully paid and non-assessable. As of the Restatement Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrowers Borrower or any of their its Subsidiaries (other than any Immaterial Domestic Subsidiary) is a party requiring, and there is no membership interest or other Equity Interests of the Borrowers Borrower or any of their its Subsidiaries (other than any Immaterial Domestic Subsidiary) outstanding which upon conversion or exchange would require, the issuance by such the Borrower or such Subsidiary of any additional membership interests or other Equity Interests of such the Borrower or such 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 such the Borrower or such Subsidiary. Schedule 5.02 4.02 correctly sets forth the organizational structure, including the ownership interest of each the Borrower and each of its Subsidiaries in their respective Subsidiaries, and capital structure of the Borrowers Borrower and their its Subsidiaries as of the Restatement DateClosing Date both before and after giving effect to the Acquisition.

Equity Interests and Ownership. The Equity Interests of Borrower and each Subsidiary of the Company (other than any Immaterial Subsidiary) and the other Loan Parties its Subsidiaries, if any, have been duly authorized and validly issued and is are fully paid and non-assessableassessable (other than Equity Interests in limited liability companies and partnerships). As Except as set forth on Schedule 5.2 of the Restatement Disclosure Letter, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrowers Borrower or any of their its Subsidiaries (other than any Immaterial Subsidiary) is a party requiring, and there is no membership interest or other Equity Interests of the Borrowers Borrower or any of their its Subsidiaries (other than any Immaterial Subsidiary) outstanding which upon conversion or exchange would require, the issuance by such Borrower or such Subsidiary any of its Subsidiaries of any additional membership interests or other Equity Interests of such Borrower or such Subsidiary any of its Subsidiaries or other Securities Equity Interests convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Borrower or such Subsidiaryany of its Subsidiaries. Schedule 5.02 correctly sets forth the The organizational structure, including the ownership interest structure and capital structure of each Borrower and each of its Subsidiaries in their respective Subsidiaries, if any, and capital structure the ownership interest of Borrower and each of its Subsidiaries, if any, in each of its respective Subsidiaries (if any) is as set forth on Schedule 3.1(d) of the Borrowers and their Subsidiaries as of the Restatement DateDisclosure Letter.

Equity Interests and Ownership. The Equity Interests of each Subsidiary of the Company (other than any Immaterial Subsidiary) and the other Loan Parties have been duly authorized and validly issued and is fully paid and non-assessable. As of the Restatement Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrowers or any of their Subsidiaries (other than any Immaterial Subsidiary) is a party requiring, and there is no membership interest or other Equity Interests of the Borrowers or any of their Subsidiaries (other than any Immaterial Subsidiary) outstanding which upon conversion or exchange would require, the issuance by such Borrower or such Subsidiary of any additional membership interests or other Equity Interests of such Borrower or such 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 such Borrower or such Subsidiary. Schedule 5.02 correctly sets forth the organizational structure, including the ownership interest of each Borrower and each of its Subsidiaries in their respective Subsidiaries, and capital structure of the Borrowers and their Subsidiaries as of the Restatement Closing Date.