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

Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 states as of the Closing Date (i) the name of each of the Parent 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, to the knowledge of Parent Company, an equity interest of 5% or more) and its Subsidiaries, the amount, percentage and type of such equity interest (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 (ii), other than employee stock options (collectively with the Subsidiary Equity Interests and Parent Company Equity Interests, the “Equity Interests”). The Parent Company and each 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, 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 5.1.2 states 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 Closing Date 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 Parent Company’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 Parent Company (in the case Beneficial Owner of the Parent CompanyBorrower, such disclosure is limited to each holder having, to the knowledge of Parent Company, an equity interest of 5% or more) and its Subsidiaries, including the amount, percentage and type of such equity interest (the “Parent Company "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), other than employee stock options iii) (collectively with the Subsidiary Equity Interests and Parent Company "Equity Interests, the “Equity Interests”"). The Parent Company Borrower and each Subsidiary of its Subsidiaries 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, Lien 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 5.1.2 states as of the Closing Date (i) the name of each of the Parent 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, to (having filed a Form 13D as of the knowledge of Parent Company, Closing Date) having an equity interest of 5% or more) and its Subsidiaries, the amount, percentage and type of such equity interest (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 (ii), other than employee stock options iii) as of the Closing Date (collectively with the Subsidiary Equity Interests and Parent Company Equity Interests, the “"Equity Interests”"). The Parent Company and each 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, 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 5.1.2 6.1.2 states as of the Closing Date (i) the name of each of the Parent 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 121 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 equity interest (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), other than employee stock options (collectively with the Subsidiary Equity Interests and Parent Company Equity Interests, the “Equity Interests”). The Parent Company and each 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, 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 5.1.2 6.1.2 states as of the Closing Date (i) the name of each of the Parent 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, to the knowledge of Parent Company, an equity interest of 5% or more) and its Subsidiaries, the amount, percentage and type of such equity interest (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), other than employee stock options (collectively with the Subsidiary Equity Interests and Parent Company Equity Interests, the “Equity Interests”). The Parent Company and each 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, 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.”