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

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interest, 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, each other Loan Party 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. None of the Loan Parties 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.” None of the Loan Parties is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type ownership of equity interests in such Subsidiary (the “Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas), (ii) the name of each holder of an equity interest in the Borrower, Borrowers (other than Crocs) and the amount, percentage and type ownership of such equity interestinterest (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, collectively the “Equity Interests”). The Borrower, Borrowers and each other Loan Party Subsidiary of each Borrower has good and marketable valid title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than restrictions on transfer arising under securities laws applicable to securities generally) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. No Loan Party has any equity investment in another entity not disclosed on Schedule 6.1.2. 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.” None ”. Schedule A to the Fourth Amendment contains, as of the Loan Parties is Fourth Amendment Date, a “holding company” description of the corporate structure of Crocs, its Subsidiaries and in each case, any other Person in which Crocs or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to its Subsidiaries holds any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed moneyCapital Stock.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s and each other Loan Party’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas"), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interestinterest (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, collectively the “"Equity Interests”"). The Borrower, Borrower and each other Loan Party 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. None of the Loan Parties (other than Hallador) or Subsidiaries of such 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.” " None of the Loan Parties (other than Hallador) is a “"holding company” " or any “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company” " within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties (other than Hallador) is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interestinterest (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, collectively the “Equity Interests”). The Borrower, each other Loan Party and each Specified Excluded Subsidiary 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. None of the Loan Parties or Specified Excluded 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.” None of the Loan Parties is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed moneymoney (other than any limitation in the CARES Act in respect of the borrowing of PPP Loans).

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s and each other Loan Party’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas"), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interestinterest (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, collectively the “"Equity Interests”"). The Borrower, Borrower and each other Loan Party 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. None of the Loan Parties (other than Hallador) or Subsidiaries of such 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.” " None of the Loan Parties (other than Hallador) is a “"holding company” " or any “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company” " within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties (other than Hallador) is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states states, as of the Closing Date (i) the name of ADS Corporativo and each Subsidiary of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary ADS Corporativo (the “‘‘Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas’‘), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interestinterest (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, collectively the “‘‘Equity Interests”’‘). ADS Corporativo has no Subsidiaries. The Borrower, each other Loan Party Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to ownown (subject to restrictions on assignments, pledges, transfers, or sales of any such Subsidiary Equity Interests issued by ADS Latina, LLC, a Delaware limited liability company, and the Borrower, as the case may be), free and clear in each case of any Lien (other than Liens for taxes not yet due and payable) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties Borrower, its Subsidiaries or ADS Corporativo is (i) an “‘‘investment company” ’‘ registered or required to be registered under the Investment Company Act of 1940 or under the “‘‘control” ’‘ of an “a ‘‘registered investment company” ’‘ as such terms are defined in the Investment Company Act of 1940 and shall not become such an “a ‘‘registered investment company” ’‘ or under such “‘‘control.” None of the Loan Parties is a “holding company” ,’‘ or (ii) otherwise controlling or under common control with any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is Person subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.which regulates the incurring of any Indebtedness

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 5.1.2, as updated from time to time by the Borrower pursuant to Section 7.1.8, states (i) the name of each of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interest, 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, Borrower and each other Loan Party 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 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.” None The Subsidiaries executing this Agreement as Guarantors as of the Loan Parties Closing Date constitute all the Material Subsidiaries of the Borrower which are Domestic Subsidiaries. As of the Closing Date, (i) sixty-five percent (65%) of the capital stock of each Material Subsidiary which is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning Foreign Subsidiary of the Public Utility Holding Company Act Borrower has been pledged to the Administrative Agent pursuant to a Pledge Agreement, or (ii) in the case of 2005any Material Subsidiary which is a Foreign Subsidiary but is owned by a Foreign Subsidiary, as amended. None sixty-five percent (65%) of the Loan Parties capital stock of the first-tier Foreign Subsidiary which owns such Material Subsidiary which is subject a Foreign Subsidiary has been pledged to any other federal or state statute or regulation limiting its ability the Administrative Agent pursuant to incur Indebtedness for borrowed moneya Pledge Agreement.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 All of the Equity Interests in the Borrower outstanding have been duly authorized and validly issued and are fully paid and non-assessable. Addendum II states (ia) the name of each of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas)Subsidiary, (iib) the name of each holder of an equity interest a Subsidiary Equity Interest in each subsidiary, and the Borrower, the amount, percentage and type of such equity interestamount thereof, and (iiic) any options, warrants or other rights outstanding to purchase any such equity interests Equity Interests referred to in clause (ia) or (ii) (collectively, the “Equity Interests”b). The Borrower, Borrower and each other Loan Party Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests in its Subsidiaries that it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party have any equity investment in another entity not disclosed also on Addendum II. 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.” None As of the Loan Parties Effective Date and upon giving effect to the Closing Date Acquisition, Nu Aire is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning sole Material Domestic Subsidiary of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed moneyBorrower.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas), (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 an equity interest interests in the each of Borrower’s Subsidiary’s, the amount, percentage and type of each such equity interest, (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 (iiiv) a listing of any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively, the “Equity Interests”iii). The Borrower, Borrower and each other Loan Party 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. 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.” None of the Loan Parties is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.”

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 6.1.2 states (i) the name of each of the Borrower’s and each other 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 (the “"Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas"), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interest, and (iiiii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively, collectively the “"Equity Interests”"). The Borrower, Borrower and each other Loan Party 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. 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.” None of the Loan Parties is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s 's and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas"), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interestinterest (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, collectively the “"Equity Interests”"). The Borrower, Hourglass Sands, High Point and each other Loan Party 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. None of the Loan Parties or Hourglass Sands or High Point 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.” " None of the Loan Parties is a “"holding company” " or any “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company” " within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 5.1.2 states as of the Closing Date (i) the name of each of the Borrower’s and each other Loan PartyParent Company’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas"), (ii) the name of each holder of an equity interest in the BorrowerParent 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 such equity interestinterest (the "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) as of the Closing Date (collectivelycollectively with the Subsidiary Equity Interests and Parent Company Equity Interests, the “"Equity Interests”"). The Borrower, Parent Company and each other Loan Party of 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. 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.” None of the Loan Parties is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states states (i) the name of each of the Borrower’s 's and each other Loan Party’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas"), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interestinterest (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, collectively the “"Equity Interests”"). The Borrower, each other Loan Party Party, Hallador Sands, and each Subsidiary of Hallador Sands 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. None of the Loan Parties or Hallador Sands, or any Subsidiary of Hallador Sands 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.” " None of the Loan Parties is a “"holding company” " or any “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company” " within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

Subsidiaries and Owners; Investment Companies. The Certificate of Beneficial Ownership executed and delivered to the Lender 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 the Certificate of Beneficial Ownership is one of the Loan Documents. Schedule 6.1.2 to the Disclosure Letter states (i) the name of each of the Borrower’s and each other Loan Party’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas"), (ii) the name of each holder Beneficial Owner of an equity interest in the Borrower, including the amount, percentage and type of such equity interestinterest (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, collectively the “"Equity Interests”"). The Borrower, Borrower and each other Loan Party 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. 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.” None of the Loan Parties is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s and each other Loan Party’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”) (as the same may be supplemented by the Borrower upon the Borrower’s acquisition of equity interests in Oaktown Gas), (ii) the name of each holder of an equity interest in the Borrower, the amount, percentage and type of such equity interestinterest (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, collectively the “Equity Interests”). The Borrower, each other Loan Party and each Specified Excluded Subsidiary 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. None of the Loan Parties or Specified Excluded 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.” None of the Loan Parties is a “holding company” or any “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005, as amended. None of the Loan Parties is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.money (other than any limitation in the CARES Act in respect of the borrowing of PPP Loans). Table of Contents