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Subsidiaries; Corporate Structure. [Schedule 4.11] sets forth, as of the Closing Date, # a list of all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of formation and the outstanding Equity Interests therein and the percentage of each class of such Equity Interests owned by the Borrower and its Subsidiaries, and # an indication of such Subsidiaries of the Borrower that are [[Organization A:Organization]]. The Equity Interests indicated as owned (or to be owned) by the Borrower and its Subsidiaries on [Schedule 4.11] are fully paid and non-assessable, to the extent such concept is applicable thereto.

Subsidiaries. Set forth on [Schedule 5.08]-1 is a complete and accurate list as of the Closing Date of each Subsidiary of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, as of the Closing Date, # its exact legal name and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure, in each case pursuant to this clause (d), in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.

SECTION # Subsidiaries. As of the Closing Date, all of the outstanding Equity Interests in the [[Borrower:Organization]] and its Subsidiaries have been validly issued and are fully paid and (if applicable) non-assessable, and all Equity Interests owned by Holdings (in the [[Borrower:Organization]]), and by the [[Borrower:Organization]] or any Subsidiary Guarantor in any of their respective Subsidiaries are owned free and clear of all Liens of any Person except # those Liens created under the Collateral Documents and # any Lien that is permitted under [Section 7.01]. As of the Closing Date, [Schedule 5.12] # sets forth the name and jurisdiction of each Subsidiary, # sets forth the ownership interest of Holdings, the [[Borrower:Organization]] and each Subsidiary in each Subsidiary, including the percentage of such ownership and # identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral Documents.

§6.21 Subsidiaries; Organizational Structure. [Schedule 6.21] sets forth, as of the Closing Date, all of the Subsidiaries and Unconsolidated Subsidiaries of Borrower, the form and jurisdiction of organization of each of the Subsidiaries and Unconsolidated Subsidiaries, and the owners of the direct and indirect ownership interests therein. No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on [Schedule 6.21] except as set forth on such Schedule.

§6.21 Subsidiaries; Organizational Structure. [Schedule 6.21] sets forth, as of the Closing Date, all of the Subsidiaries and Unconsolidated Subsidiaries of Borrower, the form and jurisdiction of organization of each of the Subsidiaries and Unconsolidated Subsidiaries, and the owners of the direct and indirect ownership interests therein. No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on [Schedule 6.21] except as set forth on such Schedule.

Capital Structure. [Schedule 9.1.4(a)] shows, for each Borrower and, as of the Closing Date, each Borrower’s Domestic Subsidiaries, if any, its name, jurisdiction of organization, authorized and issued Equity Interests, the holders of its Equity Interests (except for in the case of [[Borrower:Organization]]), and agreements binding on such holders with respect to such Equity Interests. Each Borrower has good title to its Equity Interests in its Domestic Subsidiaries, and all such Equity Interests are duly issued, fully paid and non-assessable. Except as provided in or as a result of Borrowers’ Stock Option Plans set forth on [Schedule 9.1.4(b)], there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Borrower or its Domestic Subsidiaries.

Section #13Subsidiaries. Borrower has no Subsidiaries other than those listed on [Schedule 6.13] (and those Subsidiaries formed or acquired after the Closing Date in compliance with Section 7.13), and [Schedule 6.13] sets forth, as of the Closing Date, the jurisdiction of incorporation or organization of each such Subsidiary and the percentage of Borrower’s ownership interest in such Subsidiary. All of the outstanding capital stock or other equity interests of each Subsidiary described on [Schedule 6.13] has been validly issued, is fully paid, and is nonassessable. Except as set forth on [Schedule 6.13] or as created by the Loan Documents, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any equity interests of Borrower or any Subsidiary.

Subsidiaries. As of the Closing Date, [Schedule 7.16] is a correct and complete list of the names and relationship to each Borrower of each and all of the Borrowers’ Subsidiaries and such Schedule sets forth each Borrower’s direct and indirect equity interest in each Subsidiary. As of the Closing Date, the outstanding shares of each such Subsidiary owned directly or indirectly by each Borrower are duly authorized, validly issued, fully paid and nonassessable.

Subsidiaries. [Schedule 5.8] contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

5.8Subsidiaries. [Schedule 5.8] contains an accurate list of all Subsidiaries of the Borrower as of the Closing Date, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the

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