Common use of Subsidiaries and Owners; Investment Companies Clause in Contracts

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common equity interest in the Borrower, the amount, percentage and type of such common equity interests (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither the Borrower nor any of its Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the BorrowerCompany’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the BorrowerBorrowers, the amount, percentage and type of such common equity interests interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “Equity Interests”). The Borrower Each of the Borrowers and each Subsidiary of the Borrower Borrowers has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control”.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) states (i) the name of each of the Borrower’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of common equity interest in the Borrower, the amount, percentage and type of such common equity interests (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “"Equity Interests”"). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither the Borrower nor any of its Subsidiaries is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control.”"

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the Borrower’s Borrowers’ Subsidiaries, its their jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the BorrowerBorrowers, the amount, percentage and type of such common equity interests interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “Equity Interests”). The Borrower Borrowers and each Subsidiary of the Borrower has Borrowers have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the Borrower, the amount, percentage and type of such common equity interests interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the each Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common equity interest an Equity Interest in the Borrowereach Borrower (other than Parent), the amount, percentage and type of such common equity interests Equity Interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests Equity Interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Each Borrower and each Subsidiary of the such Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its their jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the Borrower, the amount, percentage and type of such common equity interests interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “Equity Interests”). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 3.2 states (i) the name of each of the Borrower’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of common equity interest in the Borrower, the amount, percentage and type of such common equity interests (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “"Equity Interests”"). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither the Borrower nor any of its Subsidiaries is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control.”"

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the Borrower’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of common an equity interest in the Borrower, the amount, percentage and type of such common equity interests interest (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “"Equity Interests”"). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither the Borrower nor any of its Subsidiaries is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control.”"

Subsidiaries and Owners; Investment Companies. As of the Closing Date, Schedule 6.1(b) 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the Borrower, the amount, percentage and type of such common equity interests interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). For the sake of clarity, stock appreciation rights do not constitute Equity Interests or Borrower Equity Interests. The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Liens in favor of the Administrative Agent) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” registered or required to be registered under the Investment Company Act of 1940 as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) states (i) the name of each of the Borrower’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of common equity interest in the Borrower, the amount, percentage and type of such common equity interests (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “"Equity Interests”"). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither the Borrower nor any of its Subsidiaries is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control.”"

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states as of the Closing Date (i) the name of each of the BorrowerParent Company’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the BorrowerParent Company (in the case of the Parent Company, such disclosure is limited to each holder having an equity interest of 5% or more) and its Subsidiaries, the amount, percentage and type of such common equity interests interest (the “Borrower Parent Company Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively with the Subsidiary Equity Interests and Parent Company Equity Interests, the “Equity Interests”). The Borrower Parent Company and each Subsidiary of the Borrower its Subsidiaries has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien Lien, other than Permitted Liens, and all such Subsidiary Equity Interests have been validly issued, fully paid and are nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 5.1.2 states as of the Closing Date (i) the name of each of the BorrowerParent Company’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the BorrowerParent Company (in the case of the Parent Company, such disclosure is limited to each holder having, to the knowledge of Parent Company, an equity interest of 5% or more) and its Subsidiaries, the amount, percentage and type of such common equity interests interest (the “Borrower Parent Company Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) ), other than employee stock options (collectively with the Subsidiary Equity Interests and Parent Company Equity Interests, the “Equity Interests”). The Borrower Parent Company and each Subsidiary of the Borrower its Subsidiaries has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien Lien, other than Permitted Liens, and all such Subsidiary Equity Interests have been validly issued, fully paid and are nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the Borrower’s Loan Parties and each of their Subsidiaries, its jurisdiction their respective jurisdictions of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the such Borrower, the amount, percentage and type of such common equity interests interest (the “Borrower Borrowers Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Borrower Loan Parties and each Subsidiary of the Borrower has each Loan Party have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1(b) 6.1.2 states (i) the name of each of the Borrower’s Borrowers’ Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of common an equity interest in the BorrowerBorrowers, the amount, percentage and type of such common equity interests interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “Equity Interests”). The Borrower Borrowers and each Subsidiary of the Borrower has Borrowers have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. Neither None of the Borrower nor Loan Parties or Subsidiaries of any of its Subsidiaries Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”