Common use of Subsidiaries and Stockholders Clause in Contracts

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.20; SCHEDULE 8.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each 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 8.4, free and clear of any Lien.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 6.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.207.19; SCHEDULE 8.4 6.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each 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 8.46.4, free and clear of any Lien.

Subsidiaries and Stockholders. The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 7.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.208.19; SCHEDULE 8.4 7.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each 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 8.47.4, free and clear of any LienLien except as disclosed on SCHEDULE 7.4.

Subsidiaries and Stockholders. The As of the date hereof, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.20on Schedule 6.1(c)) hereto; SCHEDULE 8.4 Schedule 6.1(c) to this Agreement states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each 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, 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 8.4Schedule 6.1(c), free and clear of any LienLien 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 8.4 Schedule 6.01(d) hereto and additional Subsidiaries created or acquired after the Closing Date date hereof acquired or created in compliance with SECTION 9.20Section 7.18 (if then applicable); SCHEDULE 8.4 Schedule 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the organizational form of each entitynames 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 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 8.4Schedule 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 As of the date hereof, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.20on Schedule 6.1(c) hereto; SCHEDULE 8.4 Schedule 6.1(c) to this Agreement states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each 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, 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 8.4Schedule 6.1(c), free and clear of any LienLien 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 Schedule 8.4 and additional Subsidiaries of the Borrower created or acquired after the Closing Date in compliance with SECTION 9.20Section 9.19; SCHEDULE Schedule 8.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of the Borrower and each 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 Schedule 8.4, free and clear of any LienLien other than Permitted Liens.

Subsidiaries and Stockholders. The As of the date hereof, the Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.20on Schedule 6.1(c) hereto; SCHEDULE 8.4 Schedule 6.1(c) to this Agreement states as of the date Date hereof the organizational form of each entity, the authorized and issued capitalization of each 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, 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 8.4Schedule 6.1(c), free and clear of any LienLien 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 8.4 and additional Subsidiaries created or acquired after Schedule 7.01(d) delivered to the Closing Date in compliance Agent simultaneously with SECTION 9.20the execution of this Agreement; SCHEDULE 8.4 such Schedule 7.01(d) states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each 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 own beneficially and of record all the shares and other interests it is listed as owning in SCHEDULE 8.4Schedule 7.01(d), free and clear of any Lien.Lien 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. The Borrower has and Pan Am have no Subsidiaries other than those Persons listed as Subsidiaries in SCHEDULE 8.4 7.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 9.208.19; SCHEDULE 8.4 7.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each 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 8.47.4, free and clear of any Lien.;