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

Subsidiaries and Owners; Investment Companies. As of the Closing Date, Schedule 6.1.2 states (i) the name of each of each 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 each Borrower (other than Parent), the amount, percentage and type of such Equity 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). Each Borrower and each Subsidiary of such Borrower has good title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Liens that are Permitted Liens under clause (viii) of such definition or Liens arising by operation of Law that are Permitted Liens) 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.”

Subsidiaries and Owners; Investment Companies. As Schedule 6.1.2 states, as of the Closing Date, Schedule 6.1.2 states (i) the name of each of each the 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 an Equity Interest equity interest in each Borrower (other than Parent)the Borrower, the amount, percentage and type of such Equity Interest 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 (iiiii) (collectively the “Equity Interests”). Each The Borrower and each Subsidiary of such 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 that are Permitted Liens under clause (viii) of such definition or Liens arising by operation of Law that are 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. As of the Closing Date, Schedule 6.1.2 6.1(b) states (i) the name of each of each the 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 an Equity Interest equity interest in each Borrower (other than Parent)the Borrower, the amount, percentage and type of such Equity Interest 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 (iiiii) (collectively the “Equity Interests”). Each The Borrower and each Subsidiary of such 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 that are Permitted Liens under clause (viii) of such definition or Liens arising by operation of Law that are Permitted Lienspursuant to the Pledge Agreement) 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. As of the Closing Date, Schedule 6.1.2 states (i) the name of each of each the 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 an Equity Interest equity interest in each Borrower (other than Parent)Parent Borrower, the amount, percentage and type of such Equity Interest 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”). Each Except as set forth on Schedule 6.1.2, the Borrower and each Subsidiary of such 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 that are Permitted Liens under clause (viii) of such definition or Liens arising by operation of Law that are 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. As of the Closing Date, Schedule 6.1.2 states (i) the name of each of each the 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 an Equity Interest equity interest in each Borrower (other than Parent)Parent Borrower, the amount, percentage and type of such Equity Interest 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”). Each Except as set forth on Schedule 6.1.2, the Borrower and each Subsidiary of such 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 that are Permitted Liens under clause (viii) of such definition or Liens arising by operation of Law that are 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 any other applicable Law or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 or any other applicable Law and shall not become such an “investment company” or under such “control.”