Common use of Subsidiaries and Stockholders Clause in Contracts

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable); Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries, free and clear of any Lien;

Subsidiaries and Stockholders. As of the date hereof, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d6.1(c)) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d6.1(c) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by the Borrower or by any such Subsidiary, whether such Subsidiary is an Eligible Special Purpose Entity or a Subsidiary engaged solely in the insurance business or otherwise; as of the date hereof, the outstanding shares or other equity interests of each such Subsidiary which is a corporation have been duly authorized and validly issued and are fully paid and nonassessable; and and, as of the date hereof, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.1(c), free and clear of any Lien;Lien other than the Liens permitted under Section 8.3.

Subsidiaries and Stockholders. Borrower As of the date hereof, the Company has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower the Company or by any such Subsidiary; as of the date hereof, the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and, as of the date hereof, the Company and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries), free and clear of any Lien;Lien other than the Liens permitted under Section 8.04.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d) 5.4 hereto and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)6.23 hereof; Schedule 6.01(d) to this Agreement 5.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each Subsidiary, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or and percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries5.4, free and clear of any Lien;

Subsidiaries and Stockholders. As of the Fourth Amendment Effective Date, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d6.1(c)) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d6.1(c) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, Fourth Amendment Effective Date the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by the Borrower or by any such Subsidiary, whether such Subsidiary is an Eligible Special Purpose Entity or a Subsidiary engaged solely in the insurance business or otherwise; as of the Fourth Amendment Effective Date, the outstanding shares or other equity interests of each such Subsidiary which is a corporation have been duly authorized and validly issued and are fully paid and nonassessable; and and, as of the Fourth Amendment Effective Date, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.1(c), free and clear of any Lien;Lien other than the Liens permitted under Section 8.3.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 7.19; Schedule 6.01(d) to this Agreement SCHEDULE 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each Subsidiary, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 6.4, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 9.20; Schedule 6.01(d) to this Agreement SCHEDULE 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 8.4, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d) 6.4 hereto and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)7.23 hereof; Schedule 6.01(d) to this Agreement 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each Subsidiary, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or and percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.4, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 7.19; Schedule 6.01(d) to this Agreement SCHEDULE 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 6.4, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 8.19; Schedule 6.01(d) to this Agreement SCHEDULE 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 7.4, free and clear of any Lien;Lien except as disclosed on SCHEDULE 7.4.

Subsidiaries and Stockholders. Borrower Neither the Borrower, nor the Parent has no any Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.11; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower Borrower, by Parent or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower Borrower, the Parent and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. Borrower Mxxxxx has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.19; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower Mxxxxx or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower Mxxxxx and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. No Borrower has no any Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.19; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by any Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any LienLien other than Liens in favor of the Agent or any Lender;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names principal place of business of the Borrower and owners thereof and (ii) with respect to all non- wholly owned Subsidiarieseach Subsidiary, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries), free and clear of any Lien;Lien other than Liens created hereby.

Subsidiaries and Stockholders. Borrower WFS has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 8.19; Schedule 6.01(d) to this Agreement SCHEDULE 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower WFS or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower WFS and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. Borrower The Parent has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.20; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)other than inactive Subsidiaries; Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries), free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)7.19; Schedule 6.01(d) to this Agreement 6.4 states as of the date hereof (i) with respect and after giving effect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned SubsidiariesRelated Acquisition the organizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary, whether such Subsidiary is a Caremark Subsidiary, and whether such Subsidiary is a Material Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.4, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has and Pan Am have no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 8.19; Schedule 6.01(d) to this Agreement SCHEDULE 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower Borrower, Pan Am or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower Borrower, Pan Am and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 7.4, free and clear of any Lien;

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)7.18; Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.3 and additional Subsidiaries created or acquired after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)Closing Date; Schedule 6.01(d) to this Agreement 7.3 identifies the Material Subsidiaries, states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.3, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 9.19; Schedule 6.01(d) to this Agreement SCHEDULE 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 8.4, free and clear of any Lien;Lien except as disclosed on SECTION 8.4.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.20; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;.

Subsidiaries and Stockholders. Borrower BREED has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.19; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower BREED or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower BREED and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other ----------------------------- than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional ------------ Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.20; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form ------------ ------------ of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries-------- 8.4, free and clear of any Lien;Lien (other than Liens in favor of the Collateral --- Agents under the Security Documents).

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)Closing Date; Schedule 6.01(d) to this Agreement SCHEDULE 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization organizational form of each entity, whether such Subsidiary listed thereon, the number is a Material Subsidiary and if it is a Material Subsidiary its percent of shares or other equity interests of each class of capital stock or interest issued Consolidated Total Assets and outstanding of each such Subsidiary consolidated net revenues and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)7.20; Schedule 6.01(d) to this Agreement 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.4, free and clear of any Lien;

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d7.01(d) hereto and Subsidiaries after delivered to the date hereof acquired or created in compliance Agent simultaneously with Section 7.18 (if then applicable)the execution of this Agreement; such Schedule 6.01(d7.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns own beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.01(d), free and clear of any LienLien other than the Lien arising under the Loan Documents and applicable restrictions on transfer of such securities in effect on the Closing Date or otherwise imposed by applicable law;

Subsidiaries and Stockholders. No Borrower has no any Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by any Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and each Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries), free and clear of any Lien;, other than Liens in favor of the Agent and the Lenders pursuant to the Cirbx Xxxdge Agreement, the Kemmxx Xxxdge Agreement and the RTW Pledge Agreement.

Subsidiaries and Stockholders. Borrower CPV has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Effective Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares shares, Partnership Units or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock stock, Partnership Units or other equity interest owned by Borrower CPV or by any such Subsidiary; the outstanding shares shares, Partnership Units or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower CPV and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;Lien other than the Lien of the Pledge Agreement.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)7.19; Schedule 6.01(d) to this Agreement 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.4, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries ----------------------------- other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and ------------ additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries------------ ------------ organizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon- assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;; ------------

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 8.19; Schedule 6.01(d) to this Agreement SCHEDULE 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries of the Borrower created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of the Borrower and each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of the Borrower and each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Borrower or by any such Subsidiary; , the outstanding shares or other equity interests of the Borrower and each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;Lien other than Permitted Liens.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.20; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto and hereto; except as for wholly owned Subsidiaries after of the date hereof acquired or created in compliance with Section 7.18 (if then applicable); Borrower, Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)7.19; Schedule 6.01(d) to this Agreement 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.4, free and clear of any Lien;

Subsidiaries and Stockholders. Borrower Mxxxxx has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)7.19; Schedule 6.01(d) to this Agreement 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower Mxxxxx or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower Mxxxxx and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.4, free and clear of any Lien;Lien other than Permitted Liens.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries ----------------------------- other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.20; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 8.19; Schedule 6.01(d) to this Agreement SCHEDULE 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 7.4, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.19; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any LienLien other than Liens permitted under Section 9.3;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.20; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and no additional Subsidiaries will be created or acquired after the date hereof acquired or created Closing Date except in compliance with Section 7.18 (if then applicable)8.19; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any LienLien other than Liens permitted under Section 9.3;

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.20; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;Lien (other than Liens in favor of the Collateral Agents under the Security Documents).

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 9.19; Schedule 6.01(d) to this Agreement SCHEDULE 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 8.4, free and clear of any Lien;.

Subsidiaries and Stockholders. No Borrower has no any Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable); 8.4, which Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;Lien (other than Liens created under the Security Instruments and Statutory Permitted Liens); there are no shareholders agreement existing among the shareholders of the Borrowers.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable); 8.19. Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of the Borrower and each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the . The outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries7.4, free and clear of any Lien;.

Subsidiaries and Stockholders. As of the date hereof, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d6.1(c) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d6.1(c) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by the Borrower or by any such Subsidiary, whether such Subsidiary is an Eligible Special Purpose Entity or a Subsidiary engaged solely in the insurance business or otherwise; as of the date hereof, the outstanding shares or other equity interests of each such Subsidiary which is a corporation have been duly authorized and validly issued and are fully paid and nonassessable; and and, as of the date hereof, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.1(c), free and clear of any Lien;Lien other than the Liens permitted under Section 8.3.

Subsidiaries and Stockholders. (a) The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;. (b) All Subsidiaries other than the Inactive Subsidiaries are Guarantors.

Subsidiaries and Stockholders. As of the First Amendment Effective Date, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d6.1(c)) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d6.1(c) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, First Amendment Effective Date the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by the Borrower or by any such Subsidiary, whether such Subsidiary is an Eligible Special Purpose Entity or a Subsidiary engaged solely in the insurance business or otherwise; as of the First Amendment Effective Date, the outstanding shares or other equity interests of each such Subsidiary which is a corporation have been duly authorized and validly issued and are fully paid and nonassessable; and and, as of the First Amendment Effective Date, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.1(c), free and clear of any Lien;Lien other than the Liens permitted under Section 8.3.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries ----------------------------- other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 7.4 and additional ------------ Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)8.19; Schedule 6.01(d) to this Agreement 7.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form ------------ ------------ of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries-------- 7.4, free and clear of any Lien;; ---

Subsidiaries and Stockholders. The Parent and the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries of the Borrower and the Parent created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of the Borrower and each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of the Borrower and each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary; the outstanding shares or other equity interests of the Borrower and each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and the Parent, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;Lien other than Permitted Liens.

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto (which Schedule includes all Subsidiaries acquired in connection with the Saks Acquisition) and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable); Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- non-wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon- assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries, free and clear of any Lien;; (e)

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.20; Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;.

Subsidiaries and Stockholders. Borrower The Lessee has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable32(b)(xx); Schedule 6.01(d) to this Agreement 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower Lessee or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower Lessee and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries8.4, free and clear of any Lien;Lien (other than Liens in favor of the Collateral Agents under the Security Documents).

Subsidiaries and Stockholders. As of the date hereof, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in on Schedule 6.01(d6.1(c) hereto and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)hereto; Schedule 6.01(d6.1(c) to this Agreement states as of the date Date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or equity interest owned by the Borrower or by any such Subsidiary, whether such Subsidiary is an Eligible Special Purpose Entity or a Subsidiary engaged solely in the insurance business or otherwise; as of the Date hereof, the outstanding shares or other equity interests of each such Subsidiary which is a corporation have been duly authorized and validly issued and are fully paid and nonassessable; and and, as of the Date hereof, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.1(c), free and clear of any Lien;Lien other than the Liens permitted under Section 8.3.

Subsidiaries and Stockholders. Borrower CPV has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto SCHEDULE 8.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)SECTION 9.19; Schedule 6.01(d) to this Agreement SCHEDULE 8.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares shares, Partnership Units or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock stock, Partnership Units or other equity interest owned by Borrower CPV or by any such Subsidiary; the outstanding shares shares, Partnership Units or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower CPV and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned SubsidiariesSCHEDULE 8.4, free and clear of any Lien;Lien other than the Lien of the Pledge Agreement.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto 6.4 and additional Subsidiaries created or acquired after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)7.19; Schedule 6.01(d) to this Agreement 6.4 states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the names and owners thereof and (ii) with respect to all non- wholly owned Subsidiariesorganizational form of each entity, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.01(d) and all shares and other interests for each of its wholly owned Subsidiaries6.4, free and clear of any Lien;.