Common use of Subsidiaries; Equity Interests; Loan Parties Clause in Contracts

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the Subsidiaries are validly issued, fully paid and non-assessable and are owned by such entity free and clear of all Liens, except for Liens permitted by this Agreement. As of the Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.12. Set forth on Part (c) of Schedule 5.12 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation or organization, the address of its chief executive office and principal place of business, the type of organization it is and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v) is a true and correct copy of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries5.13, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the outstanding Equity Interests in such Subsidiaries are have been validly issued, are (in the case of corporate securities) fully paid and non-assessable and are owned by such entity a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens, Liens except for Liens those permitted under the Loan Documents or permitted by this AgreementSection 7.01. As of the Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.125.13. Set forth on Part (c) of Schedule 5.12 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation or organizationincorporation, the address of its chief executive office and principal place of business, the type of organization it is business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organizationincorporation. The As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(vArticle IV(iv) is a true and correct copy of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of Date, the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to U.S. Borrower has no Subsidiaries other than those specifically disclosed in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries5.13, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the outstanding Equity Interests in such Subsidiaries are have been validly issued, are fully paid and non-assessable and are owned by such entity a Loan Party in the amounts specified on Schedule 5.13 free and clear of all LiensLiens except those permitted under Section 7.01(a), except for Liens permitted by this Agreement(b), (c), (h), (j), or (o). As of the Closing Date, no each Loan Party has any no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) Schedule 5.13, Cash Equivalents and equity investments permitted pursuant to Section 7.03(p). All of Schedule 5.12the outstanding Equity Interests in the U.S. Borrower and each of its Subsidiaries have been validly issued and are fully paid and non-assessable. Set forth on Part (c) of Schedule 5.12 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation or organizationincorporation, the address of its chief executive office and principal place of business, the type of organization it is business and its U.S. taxpayer identification number, or, in the case of the UK Borrower, its registered number at Companies House, or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organizationincorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v4.01(a) is a true and correct copy of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of Date, the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to Company has no other Subsidiaries other than those specifically disclosed in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries5.13, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the outstanding Equity Interests in such Subsidiaries are have been validly issued, are fully paid and non-assessable and are owned by such entity a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents and, with respect to the Equity Interests not owned by Loan Parties, other Permitted Liens, except for Liens permitted by this Agreement. As of the Closing Date, the Company has no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.125.13. All of the outstanding Equity Interests in the Company have been validly issued, are fully paid and non-assessable. Set forth on Part (cd) of Schedule 5.12 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation or organizationincorporation, the address of its chief executive office and principal place of business, the type of organization it is business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organizationincorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v4.01(a)(iv) is a true and correct copy of each such documentdocument as of the Closing Date, each of which is valid and in full force and effecteffect in each case.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to (a) No Loan Party has any Subsidiaries other than those specifically disclosed in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries5.13, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the outstanding Equity Interests in such Subsidiaries are have been validly issued, are fully paid and non-assessable and are owned by such entity a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens, except for Liens permitted by this Agreement. As of the Closing Date, no . (b) No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.12. Set forth 5.13. (c) All of the outstanding Equity Interests in Main Street have been validly issued, are fully paid and non-assessable and are owned by the Parent, in the amounts specified on Part (c) of Schedule 5.12 5.13 free and clear of all Liens. (d) Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Funding Date (as to each Loan Party) the jurisdiction of its incorporation or organizationincorporation, the address of its chief executive office and principal place of business, the type of organization it is business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organizationincorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v4.02(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries5.13, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the outstanding Equity Interests in such Subsidiaries are have been validly issued, are fully paid and non-assessable and are owned by such entity a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all LiensLiens except (i) those created under the Collateral Documents, except for Liens and (ii) any nonconsensual Lien that is permitted by this Agreementunder Section 7.01. As of the Closing Date, no No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.125.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (cd) of Schedule 5.12 5.13 is a complete and accurate list of all Loan Parties, showing Parties as of the Closing Date Date, showing (as to each Loan Party) the jurisdiction of its incorporation or organizationincorporation, the address of its chief executive office and principal place of business, the type of organization it is business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organizationincorporation. The copy of the charter Organizational Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of Date, the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to Borrower has no Subsidiaries other than those specifically disclosed in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries5.13, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the outstanding Equity Interests in such Subsidiaries are have been validly issued, are fully paid and non-assessable and are owned by such entity the Borrower or a Subsidiary in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens, Liens except for Liens those created under the Collateral Documents or otherwise permitted by this Agreementhereunder. As of the Closing Date, the Borrower has no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.125.13. Set forth on Part (cd) of Schedule 5.12 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation or organizationincorporation, the address of its chief executive office and principal place of business, the type of organization it is business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organizationincorporation. The As of the Closing Date, the copy of the charter (or similar organizational document) of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v4.01(a)(vi) is a true and correct copy of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date and as of the date of each delivery of a Compliance Certificate concurrently with the financial statements referred to (a) No Loan Party has any Subsidiaries other than those specifically disclosed in Section 6.01(a), Part (a) of Schedule 5.12 is a complete and accurate list of the Company and its Subsidiaries5.13, showing the correct name of each Subsidiary and whether such Subsidiary is a Borrower. The outstanding equity interests of the Company and all of the outstanding Equity Interests in such Subsidiaries are have been validly issued, are fully paid and non-assessable and are owned by such entity a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens, except for Liens permitted by this Agreement. As of the Closing Date, no . (b) No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.12. Set forth 5.13. (c) All of the outstanding Equity Interests in Main Street have been validly issued, are fully paid and non-assessable and are owned by the Parent, in the amounts specified on Part (c) of Schedule 5.12 5.13 free and clear of all Liens. (d) Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Funding Date (as to each Loan Party) the jurisdiction of its incorporation or organizationincorporation, the address of its chief executive office and principal place of business, the type of organization it is business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organizationincorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v4.02(a)(viii) is a true and correct copy of each such document, each of which is valid and in full force and effect.