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

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has any direct or indirect Subsidiaries or Affiliates and no Borrower is engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (ai) No Borrower Credit Party has any direct or indirect Subsidiaries or Affiliates and no Borrower is engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereofSchedule 5.1(j). (bii) Each Borrower is The Credit Parties are the record and beneficial owner owners of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate on Schedule 5.1(j) as being owned by such Borrower a Credit Party and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such shares. (ciii) The issued and outstanding shares of Capital Stock of each the Borrower and its Subsidiaries are directly and beneficially owned and held by the persons indicated in the Information Certificate, on Schedule 5.1(j) and in each case all of such shares have been duly authorized and in the case of the Capital Stock of the Borrower are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances Liens of any kind, except as disclosed in writing to Lender the Administrative Agent prior to the date hereof. (div) Each Borrower is The Credit Parties, on a Consolidated basis, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender Administrative Agent and the consummation of the other transaction contemplated hereunderTransactions.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has Debtors do not have any direct or indirect Subsidiaries subsidiaries or Affiliates affiliates and no Borrower is are not engaged in any joint venture or partnership except as set forth in the relevant Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is Debtors are the record and beneficial owner of all of the issued and outstanding shares of Capital Stock capital stock of each of the Subsidiaries listed in on the relevant Information Certificate as being owned by such Borrower Debtor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock capital stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock capital stock of each Borrower are Debtor is directly and beneficially owned and held by the persons indicated in the its Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Secured Party prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No US Borrower has any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the its Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each US Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock in the capital of each of the Subsidiaries listed in the its Information Certificate as being owned by such Borrower it and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock in the capital of each US Borrower are is directly and beneficially owned and held by the persons indicated in the its Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Agent and Tranche B Agent prior to the date hereofClosing Date. (d) Each US Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests Liens of Lender Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of the each of the Subsidiaries listed in on the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 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) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear the shareholders owning more than ten (10%) percent of all claims, liens, pledges and encumbrances the voting power of any kind, except as disclosed the total outstanding Voting Stock of Borrower are the persons indicated in writing to Lender prior to the date hereofInformation Certificate. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Canadian Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Canadian Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock in the capital of each of the Subsidiaries listed in the Information Certificate as being owned by such Canadian Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares in the capital of Capital Stock of each Canadian Borrower are is directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Agent and Tranche B Agent prior to the date hereofClosing Date. (d) Each Canadian Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests Liens of Lender Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has Each Credit Party does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower Credit Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower Credit Party and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower Credit Party are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Administrative Agent prior to the date hereof. (d) Each Borrower Credit Party is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender Collateral Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Canadian Borrower has does not have any direct or indirect Subsidiaries or Affiliates affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Canadian Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock in the capital of each of the Subsidiaries listed in the Information Certificate as being owned by such Canadian Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares in the capital of Capital Stock of each Canadian Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof. (d) Each Canadian Borrower is Solvent solvent and will continue to be Solvent solvent after the creation of the Obligations, the security interests of Lender and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has any direct or indirect Subsidiaries or Affiliates and no nor is any Borrower is engaged in any joint venture or partnership except as set forth in the its Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock in the capital of each of the its Subsidiaries listed in the its Information Certificate as being owned by such Borrower it and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock in the capital of each Borrower are directly and beneficially owned and held by the persons indicated in the its Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Agent prior to the date hereofClosing Date. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender Obligations and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 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) The issued and outstanding shares limited partnership interests of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares interests have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower has and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on the Information Certificate as being owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Agent prior to the date hereof. (d) Each Borrower and Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Agent prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof(Intentionally Omitted.) (d) Each Borrower is Solvent on the date hereof and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower None of the Borrowers has any direct or indirect Subsidiaries or Affiliates and no Borrower or is engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower LRG are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Agent prior to the date hereof. (d) Each Borrower is Borrowers, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No US Borrower has any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the its Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each US Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock in the capital of each of the Subsidiaries listed in the its Information Certificate as being owned by such Borrower it and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock in the capital of each US Borrower are is directly and beneficially owned and held by the persons indicated in the its Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender US Collateral Agent prior to the date hereof. (d) Each US Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests Liens of Lender the US Collateral Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower has does not have any direct or indirect Subsidiaries or Affiliates and no Borrower is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the 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 Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender Agent prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender Agent and the other transaction contemplated hereunder.