Common use of Equity Ownership; Subsidiaries Clause in Contracts

Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except those in favor of the Administrative Agent or permitted under the Guaranty and Collateral Agreement) free and clear of all Liens, and such securities were issued in compliance with all applicable Laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date, and all of the issued and outstanding Capital Securities of each Loan Party are owned as set forth on Schedule 9.8 as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by Pioneer and are set forth on Schedule 9.8. As of the Closing Date, all Subsidiaries of the Company are domestic Wholly-Owned Subsidiaries, and after the Closing Date the Company shall have no Subsidiaries that are not Wholly-Owned Subsidiaries and that are otherwise permitted by this Agreement. Except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party. None of the issued and outstanding Capital Securities of the Company or any of the other Loan Parties is subject to any vesting, redemption, or repurchase agreement, and, there are no warrants or options outstanding with respect to such Capital Securities. There are no voting trusts or other agreements or understandings with respect to the voting of the Capital Securities of any Loan Party.

Equity Ownership; Subsidiaries. (a) All issued and outstanding Capital Securities Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid, paid and non-assessable, . All issued and (except those in favor outstanding Equity Interests of the Administrative Agent or permitted under the Guaranty each Loan Party and Collateral Agreement) Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor Agreement, and all such securities Equity Interests were issued in compliance with all applicable Laws state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities Equity Interests of each Loan Party and Subsidiary thereof as of the Closing Tenth Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Tenth Amendment Effective Date, and all . All of the issued and outstanding Capital Securities Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Closing Date. All Tenth Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Capital Securities Equity Interests of each Wholly-Owned Subsidiary thereof is, directly or indirectly, owned by Pioneer and Intermediate Holdings, except for the Equity Interests of Anzen Soluciones, S.A. de C.V. of which 93% are set forth on Schedule 9.8directly or indirectly owned by Intermediate Holdings. As of the Closing DateTenth Amendment Effective Date and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, all Subsidiaries of the Company are domestic Wholly-Owned Subsidiaries, and after the Closing Date the Company shall have no Subsidiaries that are not Wholly-Owned Subsidiaries and that are otherwise permitted by this Agreement. Except except as set forth on Schedule 9.8, there are no pre-emptive preemptive or other outstanding rights, options, warrants, conversion rights rights, or other similar agreements or understandings for the purchase or acquisition of any Capital Securities Equity Interests of any Loan Party. None Party or Subsidiary thereof (other than the Monroe Warrants); (b) all of the issued Monroe Supporting Shares have been duly authorized and outstanding Capital Securities of the Company or any of the other Loan Parties is subject to any vesting, redemption, or repurchase agreementreserved for issuance, and, there are no warrants or options outstanding with respect upon issuance, will be validly issued, fully paid and non-assessable; (c) prior to such Capital Securities. There are no voting trusts or other agreements or understandings with respect issuance, the Monroe Warrants will be duly authorized and, upon delivery thereof, will represent valid and binding obligations of Ultimate Holdings, subject to bankruptcy, insolvency, and similar laws affecting the voting enforceability of creditors’ rights generally and to general principles of equity; (d) the Capital Securities shares of any Loan PartyClass A Common Stock underlying the Monroe Warrants have been duly authorized and reserved for issuance, and, upon issuance, will be validly issued, fully paid and non-assessable; and (e) prior to issuance, Ultimate Holdings will obtain approval of The Nasdaq Stock Market to list the Class A Common Stock specified in the foregoing clauses (b) – (d), subject to official notice of issuance.

Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid, paid and non-assessable, . All issued and (except those in favor outstanding Equity Interests of the Administrative Agent or permitted under the Guaranty each Loan Party and Collateral Agreement) Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor Agreement, and all such securities Equity Interests were issued in compliance with all applicable Laws state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities Equity Interests of each Loan Party and Subsidiary thereof as of the Closing Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Closing Date, and all . All of the issued and outstanding Capital Securities Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Closing Date. All Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Capital Securities Equity Interests of each Wholly-Owned Subsidiary thereof is, directly or indirectly, owned by Pioneer Intermediate Holdings, except for the Equity Interests of Faktos INC, S.A.P.I. de C.V. and Facultas Analytics, S.A.P.I. de C.V., which are held in the manner and by the Persons set forth on in Schedule 9.89.8 and except for the Equity Interest of Anzen Soluciones, S.A. de C.V. of which 93% are directly or indirectly owned by Intermediate Holdings. As of the Closing DateDate and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, all Subsidiaries of the Company are domestic Wholly-Owned Subsidiaries, and after the Closing Date the Company shall have no Subsidiaries that are not Wholly-Owned Subsidiaries and that are otherwise permitted by this Agreement. Except except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights rights, or other similar agreements or understandings for the purchase or acquisition of any Capital Securities Equity Interests of any Loan Party. None of the issued and outstanding Capital Securities of the Company Party or any of the other Loan Parties is subject to any vesting, redemption, or repurchase agreement, and, there are no warrants or options outstanding with respect to such Capital Securities. There are no voting trusts or other agreements or understandings with respect to the voting of the Capital Securities of any Loan PartySubsidiary thereof.

Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities Equity Interests of each Loan Party and Subsidiary thereof are duly authorized and validly issued, fully paid, paid and non-assessable, . All issued and (except those in favor outstanding Equity Interests of the Administrative Agent or permitted under the Guaranty each Loan Party and Collateral Agreement) Subsidiary thereof are free and clear of all Liens, other than those in favor of Administrative Agent and the Liens of the Second Lien Agent that are subordinated pursuant to the Second Lien Intercreditor Agreement, and all such securities Equity Interests were issued in compliance with all applicable Laws state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities Equity Interests of each Loan Party and Subsidiary thereof as of the Closing Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1. Schedule 9.8 sets forth the Excluded Foreign Subsidiaries as of the Amendment Effective Date, and all . All of the issued and outstanding Capital Securities Equity Interests of each Loan Party and Subsidiary thereof are owned as set forth on Schedule 9.8 as of the Closing Date. All Amendment Effective Date and the date of each Compliance Certificate (as such Schedule may be supplemented thereby) delivered in connection with financial statements provided pursuant to Section 10.1.1, and all of the issued and outstanding Capital Securities Equity Interests of each Wholly-Owned Subsidiary thereof is, directly or indirectly, owned by Pioneer and Intermediate Holdings, except for the Equity Interests of Anzen Soluciones, S.A. de C.V. of which 93% are set forth on Schedule 9.8directly or indirectly owned by Intermediate Holdings. As of the Closing DateAmendment Effective Date and the date of each Compliance Certificate delivered in connection with financial statements provided pursuant to Section 10.1.1, all Subsidiaries of the Company are domestic Wholly-Owned Subsidiaries, and after the Closing Date the Company shall have no Subsidiaries that are not Wholly-Owned Subsidiaries and that are otherwise permitted by this Agreement. Except except as set forth on Schedule 9.8, there are no pre-pre- emptive or other outstanding rights, options, warrants, conversion rights rights, or other similar agreements or understandings for the purchase or acquisition of any Capital Securities Equity Interests of any Loan Party. None Party or Subsidiary thereof.” (g) Section 9.14.1 is hereby amended in its entirety as follows: 9.14.1 On the Original Closing Date, the Closing Date, the Amendment Effective Date and immediately prior to and after giving effect to the issuance of each borrowing under this Agreement, the issuance of each Letter of Credit and the use of the issued and outstanding Capital Securities of the Company or any of the other Loan Parties is subject to any vestingproceeds thereof, redemption, or repurchase agreement, and, there are no warrants or options outstanding with respect to such Capital Securities. There each Borrower, individually, and the Loan Parties and their Subsidiaries taken as a whole (a) the fair value of its or their assets is greater than the amount of its or their liabilities (including disputed, contingent and unliquidated liabilities) as that value is established and liabilities evaluated in accordance with GAAP, (b) the present fair saleable value of its or their assets is not less than the amount that will be required to pay the probable liability on its or their debts as they become absolute and matured, (c) it is, and they are, able to realize upon its or their assets and pay its or their debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) it does not, and they do not, intend to, and it does not, and they do not, believe that it or they will, incur debts or liabilities beyond its or their ability to pay as those debts and liabilities mature, and (e) it is not, and they are no voting trusts not, engaged in or about to engage in business or a transaction for which its or their property would constitute unreasonably small capital.” (h) Section 9.15 is hereby amended by replacing each reference therein to “Closing date” with “Amendment Effective Date”. (i) Section 9.15 is hereby amended by replacing each reference therein to “Mexican Collateral Document” with “Mexican Collateral Agreement”. (j) Section 9.33(c) is hereby amended in its entirety as follows: “The 4th Source Related Transactions comply and will comply with, in all material respects, all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other agreements or understandings with respect material consents, approvals and exemptions required to be obtained by the Loan Parties and their Subsidiaries (and, to each Loan Party’s knowledge, each other party to the voting of 4th Source Related Agreements in connection with the Capital Securities of any Loan Party4th Source Related Transactions) have been obtained and are in full force and effect.” (k) Section 9.33 is hereby amended by adding a new Section 9.33(f) as follows: