Common use of Subsidiaries; Affiliates; Capitalization; Solvency Clause in Contracts

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12. (b) Each Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries listed in Schedule 8.12 as being owned by such Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, no equity securities of any of the Loan Parties are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the issued and outstanding shares of Capital Stock of each Loan Party are directly and beneficially owned and held by the persons indicated in Schedule 8.12, and in each case all of such shares have been duly authorized, in the case of corporations, and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Date. (i) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Datedate hereof, no Loan Party has Borrower does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate, subject to the right of Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Loan Party Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent Lender prior to the Closing Datedate hereof. (id) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each Borrower is Solvent and, in each case, and will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent Lender and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no No Loan Party has any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12. (b) Each Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries listed in Schedule 8.12 as being owned by such Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, no equity securities of any of the Loan Parties are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the issued and outstanding shares of Capital Stock of each Loan Party (other than the Company) are directly and beneficially owned and held by the persons indicated in Schedule 8.12, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Date. (id) Holdings The Company individually, LP Canada individually and its Subsidiaries, the Loan Parties taken as a whole, are each Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Borrower and Guarantors do not have any direct or indirect Subsidiaries or Affiliates and is are not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party is Borrower and Guarantors are the record and beneficial owner owners of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantors are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, authorized and in the case of corporations, and the Capital Stock of Borrower are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings An Affiliate or Affiliates of Xxxxxxx Xxxxxx & Co. LLC has, on or before the date hereof, made a cash equity contribution to Borrower in the amount of $111,200,000 as consideration for 11,121,390 shares of the issued and its Subsidiariesoutstanding shares of Capital Stock of Borrower consisting of common stock, taken as and such equity contribution shall be used to fund part of the Purchase Price. (e) Borrower and Guarantors, on a wholeconsolidated basis, are Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunder, and the consummation of the transactions under the Merger Agreements (including, without limitation the payment of the Purchase Price) and the issuance of the Seller Notes, and the Senior Note Indenture.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12. (b) Each As of the Closing Date, each Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries listed in Schedule 8.12 as being owned by such Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, no equity securities of any of the Loan Parties are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the issued and outstanding shares of Capital Stock of each Loan Party are directly and beneficially owned and held by the persons indicated in Schedule 8.12, and in each case all of such shares have been duly authorized, in the case of corporations, and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Date. (i) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each Borrower is the Company and its Subsidiaries, taken as a whole, are Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party No Borrower has any direct or indirect Subsidiaries or Affiliates and nor is not any Borrower engaged in any joint venture or partnership except as set forth in Schedule 8.12SCHEDULE 8.12 to the Information Certificate. (b) Each Loan Party Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries listed in Schedule on SCHEDULE 8.12 to its Information Certificate as being owned by such Loan Party Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liensLiens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each Each Borrower is Solvent and, in each case, and will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party Neither Borrower nor any Guarantor has any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party is Borrower and Guarantors are the record and beneficial owner owners of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantors and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantors are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, authorized and in the case of corporations, and the Capital Stock of Borrower are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Borrower and its SubsidiariesGuarantors, taken as on a wholeconsolidated basis, are Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunderconsummation of the Transactions.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of its Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Each Borrower and its Subsidiaries, taken as a whole, are Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantor (other than Parent) are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Each Borrower and its Subsidiaries, taken as a whole, are Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Borrower does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate and except as to Subsidiaries formed or acquired or other equity interests acquired after the date hereof to the extent permitted under Section 9.10 hereof. (b) Each Loan Party Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower on the date hereof, and after the date hereof as disclosed by Borrower to Agent pursuant to Section 9.10(g), and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of January 31, 2012, based solely on the Closing Dateapplicable forms filed with the Securities and Exchange Commission and the records of Borrower, all the owners and holders of more than ten (10%) percent of the issued and outstanding shares of Capital Stock of each Loan Party Borrower are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Date. (id) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each Borrower is Solvent and, in each case, and will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to this Agreement. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to this Agreement as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantor are directly and beneficially owned and held by the persons indicated on Schedule 8.12 to this Agreement in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Each Borrower and its Subsidiaries, taken as a whole, are Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent Lender prior to the Closing Datedate hereof. (id) Holdings Each Borrower and its Subsidiaries, taken as a whole, are Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent Lender and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Borrower and each Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by Borrower or such Loan Party Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party its Subsidiaries is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of Borrower and each Loan Party Guarantor are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Borrower and its Subsidiaries, taken as a whole, are each Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Amendment No. 3 Effective Date, no each Loan Party has does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership partnership, in each case except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each As of the Amendment No. 3 Effective Date, each Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Amendment No. 3 Effective Date, all of the issued and outstanding shares of Capital Stock of each Loan Party (other than Parent) are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except for those granted to Agent and such others as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings and its Subsidiaries, taken as a whole, are Each Loan Party is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12. (b) Each Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries listed in Schedule 8.12 as being owned by such Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, no equity securities of any of the Loan Parties are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the issued and outstanding shares of Capital Stock of each Loan Party are directly and beneficially owned and held by the persons indicated in Schedule 8.12, and in each case all of such shares have been duly authorized, in the case of corporations, and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Date. (i) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each the Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Each Borrower and its Subsidiaries, taken as a whole, are Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Collateral Agent and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Each Borrower and its Subsidiaries, taken as a whole, are Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent Lender prior to the Closing Datedate hereof. (id) Holdings Each Borrower (except for Thermal and its SubsidiariesIndustrial Sales) and with respect to Acoustical and TAS, taken together, is and Borrowers and Guarantors (taken as a whole, ) are Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent Lender and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate, except that, there may from time to time exist Persons (in addition to Jay Stein) who have acquired in excess of ten (10%) percent of Stein Xxxx'x xublicly traded shares of Capital Stock and who therefoxx, xy virtue of such Capital Stock ownership, constitute Affiliates of Borrowers who are not listed on such Schedule 8.12 to the Information Certificate. (b) Each Loan Party Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each Each Borrower is Solvent and, in each case, and will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.128.12 to the Information Certificate. (b) Each Loan Party Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Loan Party Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, and no equity securities of any of the Loan Parties Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the Closing Date, all of the The issued and outstanding shares of Capital Stock of each Loan Party Borrower (other than Parent) and Guarantor are directly and beneficially owned and held by the persons indicated in Schedule 8.12the Information Certificate, and in each case all of such shares have been duly authorized, in the case of corporations, authorized and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Datedate hereof. (id) Holdings Each Borrower and its Subsidiaries, taken as a whole, are Guarantor is Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions transaction contemplated hereunder.