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

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company has no Significant Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) of the definition thereof) other than those specifically disclosed in Part (a) of Schedule 5.13, and as of the Closing Date all of the outstanding Equity Interests in such Significant Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liens. All of the outstanding Equity Interests in the Company have been validly issued, are fully paid and non-assessable. Set forth on Part (b) of Schedule 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, the address of its principal place of business and its U.S. taxpayer identification number (or with respect to any Foreign Obligor, to the extent applicable, the similar identifying number in its jurisdiction of formation). The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv) is, as of the date hereof, a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereof.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company Domestic Borrower has no Significant Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) of the definition thereof) other than those specifically disclosed in Part (a) of Schedule 5.13, and as of the Closing Date all of the outstanding Equity Interests in such Significant Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party the Subsidiary indicated on and in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. No Loan Party has equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Company Domestic Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (bc) of Schedule 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, the address of its principal place of business and its U.S. taxpayer identification number (or with respect 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 any Foreign Obligor, to it by the extent applicable, the similar identifying number in its jurisdiction of formation)its incorporation. The copy copies of the charter Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv) is, as of the date hereof, a and (vi) are true and correct copy copies of each such documentof the respective documents, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company has no Significant Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) later of the definition thereofClosing Date or the most-recent date of delivery of a report supplementing Schedule 5.14 delivered pursuant to Section 6.02(h), (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.14, and each identified as of the Closing Date either Restricted or Unrestricted, (b) all of the outstanding Equity Interests in any such Significant Subsidiaries that are owned by any Loan Party have been validly issued, are fully paid and non-assessable (to the extent applicable) issued and are owned by a the Loan Party Parties in the amounts percentages specified on Part (a) of Schedule 5.13 5.14, free and clear of, in the case of any such Restricted Subsidiaries, all Liens except Permitted Liens. All those created under the Collateral Documents and (c) no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of the outstanding Equity Interests in the Company have been validly issued, are fully paid and non-assessableSchedule 5.14. Set forth on Part (bd) of Schedule 5.13 5.14 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 incorporationorganization, the address of its principal place of business and its U.S. taxpayer identification number (or with respect to any Foreign Obligor, to the extent applicable, the similar identifying number in its jurisdiction of formation)number. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv4.01(a)(vii) is, as of the date hereof, 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 effect as of the date hereofClosing Date.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company no Loan Party has no Significant any Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) of the definition thereof) other than those specifically disclosed in Part (a) of Schedule 5.13, and as of the Closing Date all of the outstanding Equity Interests in such Significant Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose permitted by Section 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 5.13. All of the outstanding Equity Interests in the Company Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (bd) of Schedule 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, the address of its principal place of business and its U.S. taxpayer identification number (or with respect 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 any Foreign Obligor, to it by the extent applicablejurisdiction of its incorporation. As of the Closing Date, the similar identifying number in its jurisdiction of formation). The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv4.01(a)(iii) is, as of the date hereof, is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofClosing Date.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company No Loan Party has no Significant any Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) of the definition thereof) other than those specifically disclosed in Part (a) of Schedule 5.13, and as of the Closing Date all of the outstanding Equity Interests in such Significant Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Company Holdings have been validly issued, are fully paid and non-assessableassessable and Holdings’ authorized Equity Interests are set forth on Part (c) of Schedule 5.13. Set forth on Part (bd) of Schedule 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, the address of its principal place of business and its U.S. taxpayer identification number (or with respect 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 any Foreign Obligor, to it by the extent applicable, the similar identifying number in its jurisdiction of formation)its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv4.01(a)(viii) is, as of the date hereof, is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company no Loan Party has no Significant any Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) of the definition thereof) other than those specifically disclosed in Part (a) of Schedule 5.13, and as of the Closing Date all of the outstanding Equity Interests in such Significant Subsidiaries have been validly issued, are are, if applicable, fully paid and non-assessable and, as of the Closing Date, are owned (other than with respect to director’s qualifying shares and shares issued to foreign nationals to the extent applicablerequired by applicable law) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose permitted under Section 7.01. All As of the outstanding Equity Interests Closing Date, no Loan Party has any equity investments in the Company have been validly issued, are fully paid and non-assessableany other corporation or entity (other than a Subsidiary) other than those specifically disclosed in Part (b) of Schedule 5.13. Set forth on Part (bc) of Schedule 5.13 is a complete and accurate list as of the Closing Date of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number (or with respect to any Foreign Obligor, to number. As of the extent applicableClosing Date, the similar identifying number in its jurisdiction of formation). The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv4.01(a)(vi) is, as of the date hereof, is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company no Loan Party has no Significant any Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) of the definition thereof) other than those specifically disclosed in Part (a) of Schedule 5.13, and as of the Closing Date all of the outstanding Equity Interests in such Significant Subsidiaries have been validly issued, are are, if applicable, fully paid and non-assessable and, as of the Closing Date, are owned (other than with respect to director’s qualifying shares and shares issued to foreign nationals to the extent applicablerequired by applicable law) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose permitted under Section 7.01. All As of the outstanding Equity Interests Closing Date, no Loan Party has any equity investments in the Company have been validly issued, are fully paid and non-assessableany other corporation or entity (other than a Subsidiary) other than those specifically disclosed in Part (b) of Schedule 5.13. Set forth on Part (bc) of Schedule 5.13 is a complete and accurate list as of the Closing Date of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number (or with respect to any Foreign Obligor, to number. As of the extent applicableClosing Date, the similar identifying number in its jurisdiction of formation). The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv4.01(a)(vii) is, as of the date hereof, is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company The Borrower has no Significant Subsidiaries (without giving effect to the aggregate financial tests set forth in clauses (x) or (y) of the definition thereof) other than those specifically disclosed in Part (a) of Schedule 5.13‎5.13, and as of the Closing Date all of the outstanding Equity Interests in such Significant Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 ‎5.13 free and clear of all Liens Encumbrances except Permitted Liensthose created under the Security Documents. The Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule ‎5.13. All of the outstanding Equity Interests in the Company Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (bd) of Schedule 5.13 ‎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, the address of its principal place of business and its U.S. taxpayer identification number (or with respect 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 any Foreign Obligor, to it by the extent applicable, the similar identifying number in its jurisdiction of formation)its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(iv‎4.1(a)(v) is, as of the date hereof, is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.