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 free and clear of all Liens other than those in favor of the Administrative Agent, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 5.08 sets forth a complete list, as of the Closing Date, of (1) all Subsidiaries of the Borrowers; and (2) the authorized Capital Securities of each Loan Party (other than WFS). As of the Closing Date, all of the issued and outstanding Capital Securities of each such Loan Party are owned as set forth on Schedule 5.08, and, except as set forth on Schedule 5.08, 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.

Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative AgentLender, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 5.08 9.8 sets forth a complete list, as of the Closing Date, of (1) all Subsidiaries of the Borrowers; and (2) the authorized Capital Securities of each Loan Party (other than WFS). As as of the Closing Date. Borrower’s capitalization as of the Closing Date is as set forth on Schedule 9.8, and all of the issued and outstanding Capital Securities of each such Loan Party are Wholly-Owned Subsidiary is, directly or indirectly, owned as set forth on Schedule 5.08, andby Borrower. As of the Closing Date, except as set forth on Schedule 5.089.8, 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.

Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities, except where the failure to so comply would not have a Material Adverse Effect. Schedule 5.08 9.8 sets forth a complete list, as of the Closing Date, of (1) all Subsidiaries of the Borrowers; and (2) the authorized Capital Securities of each Loan Party (other than WFS). As as of the Closing 44 Date. All of the issued and outstanding Capital Securities of the Company are owned by Parent, and all of the issued and outstanding Capital Securities of each such Loan Party are Wholly-Owned Subsidiary is, directly or indirectly, owned as set forth on Schedule 5.08, and, except as set forth on Schedule 5.08, there by the Company. 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.

Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative AgentLender, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 5.08 9.8 sets forth a complete list, as of the Closing Date, of (1) all Subsidiaries of the Borrowers; and (2) the authorized Capital Securities of each Loan Party (other than WFS). As as of the Closing - 38 - 3193012v9/28370-0031 Date and all Capital Securities issued to each Loan Party as of the Closing Date, all . All of the issued and outstanding Capital Securities of each such Loan Party are Subsidiary is, directly or indirectly, owned as set forth on Schedule 5.08, andby Pernix. As of the Closing Date, except as set forth on Schedule 5.089.8, 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.