Common use of Subsidiaries; Joint Ventures Clause in Contracts

Subsidiaries; Joint Ventures. (i) Section 3.01(b)(i) of the Company Disclosure Letter sets forth (A) a list of each of the Company’s Subsidiaries, (B) the authorized and outstanding shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, or other equity interests in, each of the Company’s Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture Entities, the Company does not own, directly or indirectly, any capital stock of, or other equity interests in, any Person. (ii) Section 3.01(b)(ii) of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that are owned, directly or indirectly, by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens.

Subsidiaries; Joint Ventures. (ia) Each Subsidiary of the Company has been duly organized, is validly existing and in good standing (in jurisdictions where such concept exists) under the laws of its jurisdiction of organization, and has all organizational power and authority required to carry on its business as now conducted. Each such Subsidiary is duly qualified to do business as a foreign entity and is in good standing (in jurisdictions where such concept exists) in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 3.01(b)(i4.06(a) of the Company Disclosure Letter sets forth (A) a list of each all material Subsidiaries of the Company’s Subsidiaries, Company and their respective jurisdictions of organization. (Bb) the authorized and outstanding shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, or other equity interests in, each of the Company’s Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All of the outstanding shares of share capital stock or other voting securities of, or other equity ownership interests in, each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly ownedis owned by the Company, directly or indirectly, by the Company free and clear of all pledgesany Lien, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction on the right to vote vote, sell or transfer the sameotherwise dispose of such share capital or other voting securities or ownership interests, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than any Permitted Liens. There are no issued, reserved for issuance or outstanding (i) securities of any Subsidiary of the Company convertible into, or exchangeable for, shares or other voting securities of, or ownership interests in, the Company or any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any share capital or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any share capital or other voting securities of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, share appreciation rights, performance units, contingent value rights, “phantom” shares or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital or other voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for its the capital shares or other voting securities of, or other ownership interests in in, its Subsidiaries and the Joint Venture EntitiesAffiliates, the Company does not own, directly or indirectly, any capital stock shares or other voting securities of, or other equity ownership interests in, any Person. (iic) Section 3.01(b)(ii4.06(c) of the Company Disclosure Letter sets forth (Ai) the name of each corporation, partnership, limited liability company or other entity (other than the Company’s Subsidiaries) in which the Company or any of its Subsidiaries holds a direct or indirect equity, profit, voting or other interest (a “Joint Venture Affiliate”), (ii) a list description of the interests the Company or any of its Subsidiaries holds in a Joint Venture Affiliate and (iii) the name of each owner of the Joint Venture Entities and (B) as of the date hereof, the percentage of the outstanding equity interests in each of any such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that are owned, directly or indirectly, interest held by the Company or any of its SubsidiariesSubsidiaries and such owner’s percentage interest. Section 4.06(c) of the Company Disclosure Letter sets forth each partnership, joint venture or other similar agreement or arrangement to which the Company or a Subsidiary of the Company is a party (a “Joint Venture Agreement”) relating to the formation, creation, operation, management or control of any Joint Venture Affiliate. (d) The interest of the Company or any of its Subsidiaries in each Joint Venture Affiliate is owned by the Company or such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly ownedSubsidiary, directly or indirectly, by the Company free and clear of all Liensany Lien, including any restriction on the right to vote, sell or otherwise dispose of such share capital or other than voting securities or ownership interests, except for any Permitted LiensLiens or Liens arising from the organizational documents of such Joint Venture Affiliate. There are no outstanding (i) securities or other interests of the Company, the Subsidiaries or any Joint Venture Affiliates convertible into or exchangeable for ownership interests in the Joint Venture Affiliates or (ii) options or other rights to acquire from the Company, any Subsidiary or any Joint Venture Affiliate or other obligations of the Company, any Subsidiary or any Joint Venture Affiliate to issue any interests in or convertible into or exchangeable into any interest in the Joint Venture Affiliates. There are no outstanding obligations of the Company, the Subsidiaries or any Joint Venture Affiliate to repurchase, redeem or otherwise acquire any interest in any Joint Venture Affiliate.

Subsidiaries; Joint Ventures. Schedule VI hereto contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) Section 3.01(b)(i) its state of the Company Disclosure Letter sets forth (A) a list of each of the Company’s Subsidiariesincorporation, (Bii) all jurisdictions (if any) in which it is qualified as a foreign corporation, (iii) the authorized and outstanding number of shares of its Capital Stock outstanding, and (iv) the capital stock number and percentage of those shares owned by the Borrower and/or by any other Subsidiary, and (b) each Joint Venture, including, with respect to each such Subsidiary that Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a corporation foreign entity and (Cc) all Persons other than the percentage of Borrower that are parties thereto. All the outstanding shares of the capital stock of, or other equity interests in, Capital Stock of each Subsidiary of the Company’s Subsidiaries that is beneficially ownedBorrower are validly issued, directly or indirectlyfully paid and nonassessable, except as otherwise provided by the Companystate wage claim laws of general applicability. All of the outstanding shares of capital stock of, or other equity interests in, Capital Stock of each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, owned by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, Borrower or security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability another Subsidiary as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests specified in its Subsidiaries and the Joint Venture Entities, the Company does not own, directly or indirectly, any capital stock of, or other equity interests in, any Person. (ii) Section 3.01(b)(ii) of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that Schedule VI are owned, directly or indirectly, by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company owned free and clear of all Liens, security interests, equity or other than beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Person that is not a Guarantor, except (x) the Mortgage Banking Subsidiaries, (y) Joint Ventures in which such Loan Party is permitted to invest pursuant to this Agreement and (z) the Subsidiaries listed in Schedule VII hereto. Pursuant to the Pledge Agreements, the Borrower and its Subsidiaries have pledged to the collateral trustee referred to in Section 8.03(a), and such collateral trustee has a perfected first priority security interest in, all of the Capital Stock or other equity interests in each Significant Subsidiary.

Subsidiaries; Joint Ventures. (ia) All equity interests of the Company’s Subsidiaries are owned by the Company or another wholly-owned Subsidiary of the Company (other than nominal director or nominating shares issued by foreign Subsidiaries) free and clear of all Liens (other than Permitted Liens and Liens arising under applicable securities laws). Except as provided in Section 3.01(b)(i3.6(a) of the Company Disclosure Letter, as of the date hereof, except for the Company’s Subsidiaries, the Company does not own any capital stock of or other equity interest in, or any interest convertible into or exercisable or exchangeable for any capital stock of or other equity interest in, any other Person. Each of the outstanding equity interests of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (in each case, to the extent applicable) and not subject to preemptive or similar rights other than any rights that may accrue in favor of the Company or its wholly-owned Subsidiaries. Section 3.6(a) of the Company Disclosure Letter sets forth each Subsidiary of the Company as of the date hereof. There are no outstanding (Ai) a list securities of each the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company’s Subsidiaries or (ii) options or other rights to acquire from the Company’s Subsidiaries, and no obligation of the Company’s Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company’s Subsidiaries, . (Bb) the authorized and outstanding shares Except as set forth in Section 3.6(b) of the capital stock of each such Subsidiary that is a corporation and (C) Company Disclosure Letter, the percentage of the outstanding shares of the capital stock of, Company or other equity interests in, each of the Company’s its Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All own all of the outstanding shares of capital stock of, or and other equity interests inor voting securities in each Joint Venture, each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever Liens (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted LiensLiens and Liens arising under applicable securities laws). Except for its interests in its Subsidiaries and the For each Joint Venture Entities, the Company does not own, directly or indirectly, any capital stock of, or other equity interests in, any Person. (ii) indicated in Section 3.01(b)(ii3.6(b) of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereofLetter, the percentage Company has made available to Parent true and correct copies of (i) the outstanding equity interests in each Organizational Documents of such Joint Venture Entities that is beneficially owned, directly which were approved by the Company (ii) certain books and records of such Joint Venture evidencing the Company’s direct or indirectly, indirect ownership interest in such Joint Venture and the operative agreement for such Joint Venture which was approved by the Company. With respect To the knowledge of the Company, except as set forth in Section 3.6(b) of the Company Disclosure Letter, there are no outstanding options or other rights to the outstanding equity interests in each acquire from any of the Joint Venture Entities that are ownedVentures, directly and no obligation of the Joint Ventures to issue, any capital stock, voting securities or indirectly, by the Company securities convertible into or exchangeable for capital stock or voting securities of any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted LiensJoint Ventures.

Subsidiaries; Joint Ventures. (a) Section 5.5(a) of the Disclosure Schedule sets forth for each Subsidiary of the Company, (i) the authorized capital stock or other ownership interests of such Subsidiary, and (ii) the number of issued, allotted and outstanding shares of capital stock or other ownership interests of each class of its capital, the names of the record and beneficial holders thereof and the number of shares or other ownership interests held by each such holder. All of the issued, allotted and outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been duly authorized, are validly issued and non-assessable and have been offered, issued and transferred without violation of any preemptive rights or other right to purchase and were issued and/or transferred in compliance with all applicable Laws and the Governing Documents of the Subsidiary. Except as disclosed on Section 3.01(b)(i5.5(a) of the Company Disclosure Letter sets forth (A) a list Schedule and for the currently issued and outstanding shares of capital stock or other ownership interests of each Subsidiary, there are no other capital stock or other ownership interests in any of the Company’s Subsidiaries or outstanding securities convertible or exchangeable into capital stock or other ownership interests of such Subsidiaries, including any options, warrants, purchase rights, preemptive rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal, rights of first offer, anti-dilution protections, obligations, commitments, plans or other Contracts or similar rights that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem (or establish a sinking fund with respect to redemption) capital stock or any other ownership interests in any such Subsidiary or require the Company or any of its Subsidiaries to make any payments based on the price or value thereof or dividends paid thereon. No holder of Indebtedness of the Company or any of its Subsidiaries has any right to vote or to convert or exchange such Indebtedness for capital stock or other ownership interests of any of the Company’s Subsidiaries. Except as disclosed on Section 5.5(a) of the Disclosure Schedule, there are no outstanding or authorized equity appreciation, contingent value, phantom equity, profit participation, or similar rights with respect to any of the Company’s Subsidiaries. There are no voting trusts, proxies, or other Contracts with respect to the voting of the capital stock or other ownership interests of the Company’s Subsidiaries. Upon consummation of the transactions contemplated hereby, the Company will be the sole owner, beneficially and of record, directly or indirectly, of 100% of the issued and outstanding capital stock or other ownership interests of the Company’s Subsidiaries, (B) the authorized and outstanding shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, or other equity interests in, each of the Company’s Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction Encumbrances. Except as set forth on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws Section 5.5(a) of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture EntitiesDisclosure Schedule, the Company does not own, have any direct or indirect Subsidiaries and does not own directly or indirectly, indirectly any capital stock of, or other equity interests in, interest in any other Person. (iib) Except as set forth on Section 3.01(b)(ii5.5(b) of the Disclosure Schedule neither Shareholder nor any of their respective Affiliates (other than a Group Company) has made a loan to, or borrowed money from, any Group Company, for which such Group Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the or Shareholder has outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect Liabilities to the outstanding equity interests other in each respect of the Joint Venture Entities that are owned, directly any loan or indirectly, by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liensborrowing.

Subsidiaries; Joint Ventures. (a) Section 5.5(a) of the Disclosure Schedule sets forth for each Subsidiary of the Company, (i) the authorized capital stock or other ownership interests of such Subsidiary, and (ii) the number of issued, allotted and outstanding shares of capital stock or other ownership interests of each class of its capital, the names of the record and beneficial holders thereof and the number of shares or other ownership interests held by each such holder. All of the issued, allotted and outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been duly authorized, are validly issued and allotted, fully paid, and non-assessable and have been offered, issued, allotted and transferred without violation of any preemptive rights or other right to purchase and were issued and/or transferred in compliance with all applicable Laws, the Governing Documents of the Subsidiary and the Contracts to which the Subsidiary is a party or otherwise bound. There are no other capital stock or other ownership interests in any of the Company’s Subsidiaries or outstanding securities convertible or exchangeable into capital stock or other ownership interests of such Subsidiaries, including any options, warrants, purchase rights, preemptive rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal, rights of first offer, anti-dilution protections, obligations, commitments, plans or other Contracts or similar rights that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem (or establish a sinking fund with respect to redemption) capital stock or any other ownership interests in any such Subsidiary or require the Company or any of its Subsidiaries to make any payments based on the price or value of any securities or instruments set forth on Section 3.01(b)(i5.5(a) of the Disclosure Schedule or dividends paid thereon. No holder of Indebtedness of the Company Disclosure Letter sets forth (A) a list or any of each its Subsidiaries has any right to vote or to convert or exchange such Indebtedness for capital stock or other ownership interests of any of the Company’s Subsidiaries. There are no outstanding or authorized equity appreciation, contingent value, phantom equity, profit participation, or similar rights with respect to any of the Company’s Subsidiaries. There are no voting trusts, proxies, or other Contracts with respect to the voting of the capital stock or other ownership interests of the Company’s Subsidiaries. Upon consummation of the transactions contemplated hereby, Acquiror will be the sole owner, beneficially and of record, directly or indirectly, of 100% of the issued and outstanding capital stock or other ownership interests of the Company’s Subsidiaries, (B) the authorized and outstanding shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, or other equity interests in, each of the Company’s Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction Encumbrances. Except as set forth on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws Section 5.5(a) of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture EntitiesDisclosure Schedule, the Company does not own, have any direct or indirect Subsidiaries and does not own directly or indirectly, indirectly any capital stock of, or other equity interests in, interest in any other Person. (iib) Except as set forth on Section 3.01(b)(ii5.5(b) of the Disclosure Schedule no Transferor nor any Affiliates of any Transferor (other than a Group Company) has made a loan to, or borrowed money from, any Group Company, for which such Group Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the has outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect Liabilities to the outstanding equity interests other in each respect of the Joint Venture Entities that are owned, directly any loan or indirectly, by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liensborrowing.

Subsidiaries; Joint Ventures. (ia) Section 3.01(b)(iThe Company is the owner, beneficially and of record, of all the issued and outstanding capital of the Subsidiaries free and clear of any mortgage, deed of trust, pledge, lien, option, right of first refusal, security interest or other similar charge, claim or encumbrance, including any restriction on use, transfer, voting, receipt of income or other attribute of ownership. The authorized, issued and outstanding capital stock of each Subsidiary is set forth in the attached Schedule 2.05(a)(i). No subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of any Subsidiary is authorized or outstanding that has been issued by the Company or any Subsidiary. There is no commitment by any Subsidiary to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. The shares in the Subsidiaries are collectively referred to herein as the "Subsidiary Shares." To the knowledge of the Company Disclosure Letter sets after reasonable inquiry, except as set forth (A) a list of each of in the Company’s Subsidiariesattached Schedule 2.05(a)(ii), (B) there are no voting trusts, proxies or other contracts, agreements or understandings with respect to the authorized and outstanding shares voting of the capital stock of each such Subsidiary that is a corporation and any Subsidiary. (Cb) the percentage of the outstanding shares of the capital stock of, or other equity interests in, each of the Company’s Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have, in all cases, Shares have been duly authorized and validly issued and are fully paid, nonassessable paid and not subject to preemptive rightsnonassessable, and are wholly ownedhave been issued in compliance with the governing documents of each Subsidiary and all applicable securities laws. (c) The Company is the owner, directly or indirectlybeneficially and of record, by of the Company issued and outstanding capital of the Joint Ventures set forth in the attached Schedule 2.05(c)(i) free and clear of all pledgesany mortgage, liensdeed of trust, chargespledge, mortgageslien, encumbrancesoption, adverse claims and interestsright of first refusal, security interest or security interests of any kind other similar charge, claim or nature whatsoever (encumbrance, including any restriction on use, transfer, voting, receipt of income or other attribute of ownership. The authorized, issued and outstanding capital stock of each Joint Venture is set forth in the right to vote or transfer attached Schedule 2.05(c)(ii). To the sameknowledge of the Company after reasonable inquiry, except for such transfer restrictions of general applicability as may be provided under set forth in the Securities Act of 1933, as amended (the “Securities Act”attached Schedule 2.05(c)(iii), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions(i) (collectivelyno subscription, “Liens”)warrant, other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture Entitiesoption, the Company does not own, directly or indirectly, any capital stock ofconvertible security, or other right (contingent or other) to purchase or otherwise acquire equity interests in, securities of any Person. (ii) Section 3.01(b)(ii) of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the is authorized or outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that are owned, directly or indirectly, has been issued by the Company or any Joint Venture and (ii) there is no commitment by any Joint Venture to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its Subsidiariesequity securities any evidence of indebtedness or asset. The shares in the Joint Ventures are collectively referred to herein as the "Joint Venture Shares." To the knowledge of the Company after reasonable inquiry, such equity interests there are no voting trusts, proxies or other contracts, agreements or understandings with respect to the voting of the capital stock of any Joint Venture. (d) To the knowledge of the Company after reasonable inquiry, all of the Joint Venture Shares have been duly authorized and validly issued and are fully paid, nonassessable paid and not subject to preemptive rightsnonassessable, and are wholly owned, directly or indirectly, by have been issued in compliance with the Company free governing documents of each Joint Venture and clear of all Liens, other than Permitted Liensapplicable securities laws.

Subsidiaries; Joint Ventures. (a) Schedule 5.02(a) sets forth for each of the Company’s Subsidiaries (i) Section 3.01(b)(iits name and jurisdiction of organization, (ii) its form of organization and (iii) the Equity Securities held by the Company, directly or indirectly, in such Subsidiary in each case, without giving effect to the Reorganization. Except as set forth on Schedule 5.02(a), the Company does not directly or indirectly own or hold the right to acquire any stock, partnership interest or joint venture interest or other Equity Securities in any other Person, in each case, without giving effect to the Reorganization. Except as set forth on Schedule 5.02(a), the Company owns, directly or indirectly, of record and beneficially, all of the units, shares, capital stock and other Equity Securities in each of its Subsidiaries, free and clear of all Liens (other than Permitted Liens and Liens arising under applicable securities Laws), and all such units, shares, capital stock and other Equity Securities are validly issued, fully paid and non-assessable (to the extent such concept is applicable to such Equity Securities) and were not issued in violation of any preemptive or similar rights or applicable Law. Each of the Subsidiaries of the Company Disclosure Letter sets set forth in Annex 5.02(a) is duly incorporated, formed or organized, as applicable, and validly existing and has all requisite limited liability company or corporate (Aor comparable entity) power and authority to own and operate its properties and to carry on its businesses as now conducted. Each of the Subsidiaries of the Company set forth in Annex 5.02(a) is in good standing (or its equivalent, if applicable) under the applicable Laws of its jurisdiction of incorporation, formation or organization, except where such failure to be in good standing would not adversely affect the Company and its Subsidiaries in any material respect. Each of the Subsidiaries of the Company not set forth on Annex 5.02(a) is duly incorporated, formed or organized, as applicable, and validly existing (or its equivalent, if applicable) under the applicable Laws of its jurisdiction of incorporation, formation or organization, and each of such other Subsidiaries of the Company has all requisite limited liability company or corporate (or comparable entity) power and authority to own and operate its properties and to carry on its businesses as now conducted. Each of the Subsidiaries of the Company not set forth on Annex 5.02(a) is qualified to do business and is in good standing (or its equivalent) in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified would not constitute a list of each Material Adverse Change. (b) There are no outstanding options, warrants, rights to subscribe to, preemptive rights, purchase rights, call rights, or securities or rights convertible into, any equity interests or securities containing any equity features of the Company’s Subsidiaries, (B) or Contracts, by which the authorized and outstanding shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, Company’s Subsidiaries are or other equity interests in, each may become bound to issue additional Equity Securities of the Company’s Subsidiaries that is beneficially ownedor options, directly warrants, rights to subscribe to, purchase rights, call rights, or indirectlysecurities or rights convertible into, by any Equity Securities of the Company’s Subsidiaries. All of the outstanding shares of capital stock of, There are no declared or other equity interests in, each Subsidiary accrued but unpaid distributions or dividends with respect to any of the Company have, in all cases, been duly authorized and validly issued and Units. There are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by no holders of Equity Securities of the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever who are Persons resident in India (including any restriction on the right to vote or transfer the same, except for as such transfer restrictions of general applicability as may be provided term is defined under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”Indian Laws), other than Permitted Liens. Except for its interests employees or directors of any of the Indian Subsidiaries who have been granted Options under the Company Option Plan. (c) Schedule 5.02(c) sets forth a true and correct list of any Person, partnership, limited liability company, joint venture, or similar Contract or arrangement (other than the Company’s Subsidiaries set forth on Schedule 5.02(a)) in which the Company or any of its Subsidiaries and the Joint Venture Entities, the Company does not ownowns, directly or indirectly, any capital stock ofEquity Securities (collectively, or other equity interests inthe “Joint Ventures”), any Person. and for each Joint Venture: (i) its name and jurisdiction of organization, (ii) Section 3.01(b)(ii) its form of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities organization and (Biii) as of the date hereof, the number or percentage of the outstanding equity interests in each Equity Securities of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that are owned, directly or indirectly, held by the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not Subsidiaries is subject to preemptive rightsany obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Joint Venture. The Company has made available to Parent true and are wholly owned, directly or indirectly, by correct copies of the Company free and clear Governing Documents of all Liens, other than Permitted LiensJoint Ventures.

Subsidiaries; Joint Ventures. (a) Section 5.5(a) of the Disclosure Schedule sets forth for each Subsidiary of the Company, (i) the authorized capital stock or other ownership interests of such Subsidiary, and (ii) the number of issued, allotted and outstanding shares of capital stock or other ownership interests of each class of its capital, the names of the record and beneficial holders thereof and the number of shares or other ownership interests held by each such holder. All of the issued, allotted and outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been duly authorized, are validly issued and allotted, fully paid, and non-assessable and have been offered, issued, allotted and transferred without violation of any preemptive rights or other right to purchase and were issued and/or transferred in compliance with all applicable Laws, the Governing Documents of the Subsidiary and the Contracts to which the Subsidiary is a party or otherwise bound. There are no other capital stock or other ownership interests in any of the Company’s Subsidiaries or outstanding securities convertible or exchangeable into capital stock or other ownership interests of such Subsidiaries, including any options, warrants, purchase rights, preemptive rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal, rights of first offer, anti-dilution protections, obligations, commitments, plans or other Contracts or similar rights that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem (or establish a sinking fund with respect to redemption) capital stock or any other ownership interests in any such Subsidiary or require the Company or any of its Subsidiaries to make any payments based on the price or value of any securities or instruments set forth on Section 3.01(b)(i5.5(a) of the Disclosure Schedule or dividends paid thereon. No holder of Indebtedness of the Company Disclosure Letter sets forth (A) a list or any of each its Subsidiaries has any right to vote or to convert or exchange such Indebtedness for capital stock or other ownership interests of any of the Company’s Subsidiaries. There are no outstanding or authorized equity appreciation, contingent value, phantom equity, profit participation, or similar rights with respect to any of the Company’s Subsidiaries. There are no voting trusts, proxies, or other Contracts with respect to the voting of the capital stock or other ownership interests of the Company’s Subsidiaries. Upon consummation of the transactions contemplated hereby, the Company will be the sole owner, beneficially and of record, directly or indirectly, of 100% of the issued and outstanding capital stock or other ownership interests of the Company’s Subsidiaries, (B) the authorized and outstanding shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, or other equity interests in, each of the Company’s Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction Encumbrances. Except as set forth on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws Section 5.5(a) of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture EntitiesDisclosure Schedule, the Company does not own, have any direct or indirect Subsidiaries and does not own directly or indirectly, indirectly any capital stock of, or other equity interests in, interest in any other Person. (iib) Except as set forth on Section 3.01(b)(ii5.5(b) of the Disclosure Schedule no Member nor any of their respective Affiliates (other than a Group Company) has made a loan to, or borrowed money from, any Group Company, for which such Group Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the has outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect Liabilities to the outstanding equity interests other in each respect of the Joint Venture Entities that are owned, directly any loan or indirectly, by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liensborrowing.

Subsidiaries; Joint Ventures. Schedule VI hereto contains a complete and accurate list of (a) all Subsidiaries of the Company, including, with respect to each Subsidiary, (i) Section 3.01(b)(iits state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, (iii) the number of shares of its Capital Stock outstanding, and (iv) the number and percentage of those shares owned by the Company Disclosure Letter sets forth and/or by any other Subsidiary, and (Ab) a list of each of the Company’s SubsidiariesJoint Venture, including, with respect to each such Joint Venture, (Bi) the authorized and outstanding shares its jurisdiction of the capital stock of each such Subsidiary that organization, (ii) all other jurisdictions in which it is qualified as a corporation foreign entity and (Cc) all Persons other than the percentage of Company that are parties thereto. All the outstanding shares of the capital stock of, or other equity interests in, Capital Stock of each Subsidiary of the Company’s Subsidiaries that is beneficially ownedCompany are validly issued, directly or indirectlyfully paid and nonassessable, except as otherwise provided by the Companystate wage claim laws of general applicability. All of the outstanding shares of capital stock of, or other equity interests in, Capital Stock of each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture Entities, the Company does not own, directly or indirectly, any capital stock of, or other equity interests in, any Person. (ii) Section 3.01(b)(ii) of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that are owned, directly or indirectly, owned by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued and another Subsidiary as specified in Schedule VI are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company owned free and clear of all Liens, security interests, equity or other than beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Company nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Person that is not a Guarantor, except (w) the Mortgage Banking Subsidiaries, (x) until the Co-Borrower Termination Conditions are satisfied, the Co-Borrower and Co-Borrower Subsidiaries, (y) Joint Ventures in which such Loan Party is permitted to invest pursuant to this Agreement and (z) the Subsidiaries listed in Schedule VII hereto. Pursuant to the Pledge Agreements, the Company and its Subsidiaries have pledged to the collateral trustee referred to in Section 8.03(a), and such collateral trustee has a perfected first priority security interest in, all of the Capital Stock or other equity interests in each Significant Subsidiary (except, unless and until the Co-Borrower Termination Conditions are satisfied, any Co-Borrower Subsidiary that is a Significant Subsidiary).

Subsidiaries; Joint Ventures. (ia) Each Company Subsidiary is listed on Section 3.01(b)(i3.4(a) of the Company Seller Disclosure Letter sets Letter, and is duly organized, validly existing and, if applicable, in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be, and has all the requisite corporate power and authority to carry on its business as now conducted. Except as set forth (Aon Section 3.4(a) a list of each of the Company’s SubsidiariesSeller Disclosure Letter, (B) the authorized and outstanding all shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, or other equity interests inin the Companies’ Subsidiaries are owned or will, each of on the Company’s Subsidiaries that is beneficially Closing Date, be owned, directly or indirectly, by the a Company. Seller has made available to Buyer complete copies of the Organizational Documents of each Company Subsidiary as currently in effect, and no such Company Subsidiary is in material violation of any provision of its Organizational Documents. (b) All of the outstanding shares of capital stock of, and other voting or other equity interests in, each Company Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture Entities, the Company does not own, directly or indirectly, any capital stock of, or other equity interests in, any Person. (ii) Section 3.01(b)(ii) of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that are owned, directly or indirectly, by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued issued, and are fully paidpaid and non-assessable and, nonassessable and not subject to preemptive rightsexcept as set forth in Section 3.4(b) of the Seller Disclosure Letter, and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, any Liens (other than Permitted Liens). There are no preemptive or similar rights on the part of any holders of any class of securities of any Company Subsidiary. Except as contemplated by this Agreement (including the Approved Restructuring Actions), there are no subscriptions, options, warrants, conversion or other binding rights, agreements, commitments or arrangements obligating any Company, any Company Subsidiary, Seller or any other Person, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of any Company Subsidiary, or any securities convertible into or exchangeable for any such shares. Except for the transactions contemplated by this Agreement, there are no outstanding contractual or other rights or obligations to or of any Company, any Company Subsidiary, Seller or any other Person to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of any Company Subsidiary. (c) None of the Seller or any of its Affiliates has any material financial obligation to the Joint Ventures that is not set forth in the Joint Venture Contracts.

Subsidiaries; Joint Ventures. Section 5.5(a) of the Disclosure Schedule sets forth for each Subsidiary of the Company, (i) the authorized capital stock or other ownership interests of such Subsidiary, and (ii) the number of issued, allotted and outstanding shares of capital stock or other ownership interests of each class of its capital, the names of the record and beneficial holders thereof and the number of shares or other ownership interests held by each such holder. All of the issued, allotted and outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been duly authorized, are validly issued and allotted, fully paid, and non-assessable and have been offered, issued, allotted and transferred without violation of any preemptive rights or other right to purchase and were issued and/or transferred in compliance with all applicable Laws, the Governing Documents of the Subsidiary and the Contracts to which the Subsidiary is a party or otherwise bound. There are no other capital stock or other ownership interests in any of the Company’s Subsidiaries or outstanding securities convertible or exchangeable into capital stock or other ownership interests of such Subsidiaries, including any options, warrants, purchase rights, preemptive rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal, rights of first offer, anti-dilution protections, obligations, commitments, plans or other Contracts or similar rights that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem (or establish a sinking fund with respect to redemption) capital stock or any other ownership interests in any such Subsidiary or require the Company or any of its Subsidiaries to make any payments based on the price or value of any securities or instruments set forth on Section 3.01(b)(i5.5(a) of the Disclosure Schedule or dividends paid thereon. No holder of Indebtedness of the Company Disclosure Letter sets forth (A) a list or any of each its Subsidiaries has any right to vote or to convert or exchange such Indebtedness for capital stock or other ownership interests of any of the Company’s Subsidiaries. There are no outstanding or authorized equity appreciation, contingent value, phantom equity, profit participation, or similar rights with respect to any of the Company’s Subsidiaries. There are no voting trusts, proxies, or other Contracts with respect to the voting of the capital stock or other ownership interests of the Company’s Subsidiaries. Upon consummation of the transactions contemplated hereby, Company will be the sole owner, beneficially and of record, directly or indirectly, of 100% of the issued and outstanding capital stock or other ownership interests of the Company’s Subsidiaries, (B) the authorized and outstanding shares of the capital stock of each such Subsidiary that is a corporation and (C) the percentage of the outstanding shares of the capital stock of, or other equity interests in, each of the Company’s Subsidiaries that is beneficially owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have, in all cases, been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction Encumbrances. Except as set forth on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), the “blue sky” Laws Section 5.5(a) of the various States of the United States or similar Law of other applicable jurisdictions) (collectively, “Liens”), other than Permitted Liens. Except for its interests in its Subsidiaries and the Joint Venture EntitiesDisclosure Schedule, the Company does not own, have any direct or indirect Subsidiaries and does not own directly or indirectly, indirectly any capital stock of, or other equity interests in, interest in any other Person. (ii) Section 3.01(b)(ii) of the Company Disclosure Letter sets forth (A) a list of each of the Joint Venture Entities and (B) as of the date hereof, the percentage of the outstanding equity interests in each of such Joint Venture Entities that is beneficially owned, directly or indirectly, by the Company. With respect to the outstanding equity interests in each of the Joint Venture Entities that are owned, directly or indirectly, by the Company or any of its Subsidiaries, such equity interests have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens.