Ownership. Each Subsidiary of the Borrower as of the Closing Date is listed on [Schedule 6.1(b)]. As of the Closing Date, the capitalization of the Subsidiaries of the Borrower consists of the number of shares or other interests, authorized, issued and outstanding, of such classes and series, with or without par value, described on [Schedule 6.1(b)]. As of the Closing Date, all outstanding shares of the Capital Stock of the Borrower’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and not subject to any preemptive or similar rights, except as described in [Schedule 6.1(b)]. The shareholders, members or partners, as applicable, of each Subsidiary of the Borrower and the number of shares owned by each as of the Closing Date are described on [Schedule 6.1(b)]. As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever that are convertible into, exchangeable for or otherwise provide for or permit the issuance of Capital Stock of the Subsidiaries of the Borrower, except as described on [Schedule 6.1(b)].

Section # Ownership. As of the Closing Date, # each Subsidiary of the Borrower is listed on [Schedule 6.2] and # all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights, except as described in [Schedule 6.2].

Subsidiaries. [Schedule 5.07] sets forth, as of the Closing Date # all of the Material Subsidiaries, if any, of the Borrower and # as to each of the Borrower and each of its Material Subsidiaries, if any, the number of shares, units or other interests of each class of Capital Stock outstanding, and the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and similar rights. All outstanding shares of Capital Stock of the Borrower and each of its Material Subsidiaries, if any, are duly and validly issued, fully paid and nonassessable. Except for the shares of Capital Stock and the other equity arrangements expressly indicated on [Schedule 5.07], as of the Closing Date there are no shares of Capital Stock, warrants, rights, options or other equity securities, or other Capital Stock of any of the Borrower of any of its Material Subsidiaries, if any, outstanding or reserved for any purpose.

SECTION # Subsidiaries. [Schedule 3.12] sets forth the name of, and the ownership interest of each Loan Party in, each Subsidiary as of the Closing Date; there is no other Capital Stock of any class outstanding as of the Closing Date. To the knowledge of the Loan Parties, all such shares of Capital Stock as of the Closing Date are validly issued, fully paid, and, with respect to corporate shares, nonassessable.

Subsidiaries . As of the Closing Date, # [Schedule 4.15] sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by the Borrower and its other Subsidiaries and # except as set forth in [Schedule 4.15], there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Wholly-Owned Subsidiary of the Borrower.

. Each Restricted Subsidiary of each Credit Party as of the Closing Date is listed on [Schedule 7.2]. As of the Closing Date, the capitalization of each Credit Party and its Restricted Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on [Schedule 7.2]. All outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable (to the extent such concepts are applicable in the relevant jurisdiction) and not subject to any preemptive or similar rights, except as described in [Schedule 7.2]. The shareholders or other owners, as applicable, of each of the Borrower’s Restricted Subsidiaries and the number of shares owned by each as of the Closing Date are described on [Schedule 7.2]. As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the issuance of Equity Interests of any Credit Party (other than the Borrower) or any Restricted Subsidiary thereof, except as described on [Schedule 7.2].

. As of the Closing Date, [Schedule 6.13] correctly sets forth the names, form of legal entity, U.S. taxpayer identification number, number of shares of Capital Stock issued and outstanding, and the record owner thereof and jurisdictions of organization of all Subsidiaries of Borrower and designates which Subsidiaries are Unrestricted Subsidiaries. As of the Closing Date, all of the outstanding shares of Capital Stock of each Restricted Subsidiary are owned directly or indirectly by Borrower, there are no outstanding options, warrants or other rights to purchase Capital Stock of any such Restricted Subsidiary, and all such Capital Stock so owned is duly authorized, validly issued, fully paid and non-assessable, and was issued in compliance with all applicable state and federal securities and other Laws, and is free and clear of all Liens, except for Liens permitted under [Section 9.01].

Subsidiaries. As of the Closing Date, # [Schedule 4.15] sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by the Parent Borrower and its other Subsidiaries and # except as set forth in [Schedule 4.15], there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Wholly-Owned Subsidiary of the Parent Borrower.

. [Schedule 6.1.2] states as of the Closing Date the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization, its authorized capital stock, the issued and outstanding shares (referred to herein as the “Subsidiary Shares”) and the owners thereof if it is a corporation, its outstanding partnership interests (the “Partnership Interests”) if it is a partnership and its outstanding limited liability company interests, interests assigned to managers thereof and the voting rights associated therewith (the “LLC Interests”) if it is a limited liability company. The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Shares, Partnership Interests and LLC Interests it purports to own, free and clear in each case of any Lien. All Subsidiary Shares, Partnership Interests and LLC Interests have been validly issued, and all Subsidiary Shares are fully paid and nonassessable. All capital contributions and other consideration required to be made or paid in connection with the issuance of the Partnership Interests and LLC Interests have been made or paid, as the case may be. As of the Closing Date, there are no options, warrants or other rights outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC Interests except as indicated on [Schedule 6.1.2].

Capitalization and Subsidiaries. Borrower’s capitalization as of the Closing Date is set forth on [Schedule 5.14] annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as [Schedule 5.14], as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.