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

Subsidiaries and Owners; Investment Companies. Schedule 5.1(b) states (i) the name of each of the Parent’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the amount, percentage and type of each equity interest in the Borrower (the “Borrower Equity Interests”), all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses (i), (ii) or (iii) (collectively the “Equity Interests”). The Loan Parties have good and marketable title to all of the Equity Interests they purport to own, free and clear in each case of any Lien and all such Equity Interests been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any 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. As of the Closing Date, Schedule 5.1(b) 6.1.2 states (i) the name of each of the ParentBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), and (ii) the amount, percentage and type of each equity interest in the Borrower (the “Borrower Equity Interests”), all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such Subsidiary Equity Interests or any equity interests referred to in clauses (i), (ii) or (iii) (collectively the “Equity Interests”)Borrower. The Loan Parties have Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests they purport 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. None of the Loan Parties or Subsidiaries of any 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 5.1(b) 6.1.2 states as of the Closing Date and as of each subsequent date that any updated Schedules are delivered pursuant to Section 6.2 [Updates to Schedule] hereof (i) the name of each of the Parent’s 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 an equity interest in the Borrower, the amount, percentage and type of each such equity interest in the Borrower (the “"Borrower Equity Interests”"), all of which is owned by the Parent, and (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses clause (i), (ii) or (iii) (collectively the “"Equity Interests”"). The Loan Parties have good and marketable title to all All of the Subsidiary Equity Interests they that the Borrower and its Subsidiaries purport to own, own are free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, issued and are fully paid and nonassessable. None Neither the Borrower nor any of the Loan Parties or Subsidiaries of any Loan Party the Borrower 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. To the extent one is required to be provided and the Borrower is not otherwise exempt, the Certificate of Beneficial Ownership executed and delivered to Administrative Agent and Lenders on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that any Certificate of Beneficial Ownership it may provide is one of the Loan Documents. Schedule 5.1(b) 6.1.2 states (i) the name of each of the ParentLoan Party’s Subsidiaries, its the jurisdiction of organization of each Loan Party and each of its Subsidiaries, and the amount, percentage and type of such Loan Party’s equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), and (ii) the amount, percentage and type of each equity interest in the Borrower (the “Borrower Equity Interests”), all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses clause (i), (ii) or (iii) (collectively the “"Equity Interests”"). The Loan Parties have Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests they purport 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. None of the Loan Parties or Subsidiaries of any 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 5.1(b6.1(b) states (i) the name of each of the Parent’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the amount, percentage and type of each equity interest in the Borrower GSICS (the “Borrower GSICS Equity Interests”), all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses (i), (ii) or (iii) (collectively the “Equity Interests”). The Loan Parties have good and marketable title to all of the Equity Interests they purport to own, free and clear in each case of any Lien and all such Equity Interests been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any 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 5.1(b) 6.1.2 states as of the Closing Date and as of each subsequent date that any updated Schedules are delivered pursuant to Section 6.2 [Updates to Schedule] hereof (i) the name of each of the ParentBorrower’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 an equity interest in the Borrower, the amount, percentage and type of each such equity interest in the Borrower (the “"Borrower Equity Interests”), all of which is owned by the Parent, and (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses clause (i), (ii) or (iii) (collectively the “Equity Interests”). The Loan Parties have good and marketable title to all All of the Subsidiary Equity Interests they that the Borrower and its Subsidiaries purport to own, own are free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, issued and are fully paid and nonassessable. None Neither the Borrower nor any of the Loan Parties or Subsidiaries of any Loan Party the Borrower 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 5.1(b) 6.1.2 states (i) the name of each holder of an equity interest in each Borrower (other than the ParentCompany), the amount, percentage and type of such equity interest (the “Borrowers Equity Interests”), (ii) the name of each Loan Party’s Subsidiaries, its the jurisdiction of organization of each Loan Party and each of its Subsidiaries, and the amount, percentage and type of such Loan Party’s equity interests in such Subsidiary Subsidiary, to the extent that such information is not included in clause (i) of this Section (the “Subsidiary Equity Interests”), (ii) the amount, percentage and type of each equity interest in the Borrower (the “Borrower Equity Interests”), all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses (i), ) and (ii) or (iii) of this Section (collectively the “Equity Interests”). The Loan Parties have Each Borrower and each Subsidiary thereof has good and marketable title to all of the Subsidiary Equity Interests they purport 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. None of the Loan Parties or Subsidiaries of any 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 5.1(b) 6.1.2 states (i) the name of each holder of an equity interest in each Borrower (other than the Parent’s Company), the amount, percentage and type of such equity interest (the "Borrowers Equity Interests"), (ii) the name of each Loan Party's Subsidiaries, its the jurisdiction of organization of each Loan Party and each of its Subsidiaries, and the amount, percentage and type of such Loan Party's equity interests in such Subsidiary Subsidiary, to the extent that such information is not included in clause (i) of this Section (the “"Subsidiary Equity Interests”"), (ii) the amount, percentage and type of each equity interest in the Borrower (the “Borrower Equity Interests”), all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses (i), (ii) or through (iii) of this Section (collectively the “"Equity Interests”"). The Loan Parties have Each Borrower and each Subsidiary thereof has good and marketable title to all of the Subsidiary Equity Interests they purport 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. None of the Loan Parties or Subsidiaries of any 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 5.1(b) 6.1.2 states (i) the name of each holder of an equity interest in each Borrower (other than the Parent’s Company), the amount, percentage and type of such equity interest (the "Borrowers Equity Interests"), (ii) the name of each Loan Party's Subsidiaries, its the jurisdiction of organization of each Loan Party and each of its Subsidiaries, and the amount, percentage and type of such Loan Party's equity interests in such Subsidiary Subsidiary, to the extent that such information is not included in clause (i) of this Section (the “"Subsidiary Equity Interests”"), (ii) the amount, percentage and type of each equity interest in the Borrower (the “Borrower Equity Interests”), all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses (i), ) and (ii) or (iii) of this Section (collectively the “"Equity Interests”"). The Loan Parties have Each Borrower and each Subsidiary thereof has good and marketable title to all of the Subsidiary Equity Interests they purport 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. None of the Loan Parties or Subsidiaries of any 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 5.1(b) 5.1.2 states as of the Closing Date (i) the name of each of the ParentParent 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 an equity interest in the Parent Company (in the case of the Parent Company, such disclosure is limited to each holder (having filed a Form 13D as of the Closing Date) having an equity interest of 5% or more) and its Subsidiaries, the amount, percentage and type of each such equity interest in the Borrower (the “Borrower "Parent Company Equity Interests”"), all of which is owned by the Parent, and (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses clause (i), (ii) or (iii) as of the Closing Date (collectively with the “Subsidiary Equity Interests and Parent Company Equity Interests”, the "Equity Interests"). The Loan Parties have Parent Company and each of its Subsidiaries has good and marketable title to all of the Subsidiary Equity Interests they purport 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. None of the Loan Parties or Subsidiaries of any 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 5.1(b) 6.1.2 states (i) the name of each of the ParentBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) a description of the authorized capital stock of Borrower by class and, as of Closing Date, the number of shares of each such class that are issued and outstanding, (iii) the name of each holder of equity interests in each of Borrower’s Subsidiary’s, the amount, percentage and type of each such equity interest in the Borrower (the “Borrower Equity Interests”)interest, all of which is owned by the Parent, (iii) the name of each other Loan Party, its jurisdiction of organization, and whether such Loan Party is a public company, and, if not, the owners and ownership percentages of the equity of such Loan Party and (iv) a description of all option, restricted stock or other similar equity incentive plans in effect for officers, directors or employees of Borrower and a listing of the amount of options, restricted stock and other similar equity rights held by officers, directors or employees of Borrower, and (v) a listing of any options, warrants or other rights outstanding to purchase any such equity interests referred to in clauses (i), (ii) or clause (iii) (collectively the “Equity Interests”). The Loan Parties have Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests they purport it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any 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.”