Common use of Due Organization and Qualification; Subsidiaries Clause in Contracts

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Borrower (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and showing the percentage of the outstanding shares (or membership interests, as the case may be) of each class of Stock of each such class Subsidiary owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) upon entry of the Orders, as applicable, has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, except where the failure to have such power and authority has not had or could not reasonably be expected to have a Material Adverse Change, (iv) upon entry of the Orders, as applicable, has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebythereby and (v) is a debtor in one of the Chapter 11 Cases. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of are the authorized Equity Interests of Borrowereach Loan Party and each direct Subsidiary of such Loan Party, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding, in each case, as of the Closing Date. Borrower Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or Subsidiary’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. None of the Borrowers or any Subsidiary is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its capital Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have of a Loan Party has been validly issued and are is fully paid and and, except with respect to the shares of Colt Canada, non-assessable. (d) Except as set forth on Schedule 4.1(c), there None of the Borrowers nor any of their Subsidiaries are no subscriptions, options, warrants, subject to any obligation (contingent or calls relating otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party’s Equity Interests or any security convertible into or exchangeable for any such Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing (where applicable) under the laws of the jurisdiction of its organizationincorporation, organization or formation, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby; provided that in respect of any Foreign Subsidiary, this representation shall be subject to the Legal Reservations and Perfection Requirements (in each case, as applicable). (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Subsidiary that is a Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentComtech. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s 's or any of its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(d) to this Agreement, no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentAdministrative Borrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Borrower's or any of its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Parent and each of Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from taking into account any time to time to reflect changes resulting from transactions permitted period granted under this Agreementthe Security Agreement for the delivery of the Stock of any new Subsidiary of Parent) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent and each of its Subsidiaries, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), (i) there are no subscriptions, options, warrants, or calls relating to any shares of any such Person’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument and (ii) neither Parent nor any of its Subsidiaries is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse EffectChange; provided that until such time as the condition subsequent set forth in Section 3.2(b) is satisfied, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and hereby acknowledged that Borrower is not qualified to carry out do business in the transactions contemplated therebystate of Illinois. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ Borrower's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiariesthe Restricted Subsidiaries and HRC, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrower's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) of Borrower and each Guarantor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) [Intentionally Omitted]. (c) Set forth on Schedule 4.1(b4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description list of the authorized Equity Interests Borrower and each of Borrower’s direct and indirect Subsidiaries, by classshowing: (i) the jurisdiction of their organization, and, as of the Closing Date, a description of (ii) the number of shares of each class of common and preferred Stock authorized for Borrower and each of such Subsidiaries, and (or membership units, as iii) the case may be) number and the percentage of the outstanding shares of each such class that are owned directly or indirectly by Parent (in the case of Borrower) or Borrower (in the case of such Subsidiaries), as applicable. All of the outstanding capital Stock of Borrower and each such Subsidiary has been validly issued and outstandingis fully paid and non-assessable. (d) Except as set forth on Schedule 4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower None of Parent, Borrower, or any of Borrower’s Subsidiaries is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (of Borrower’s or membership units, as the case may be) of its Equity Interests Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any of its Equity Interestssuch capital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated by Parent from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated by Parent from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenta Loan Party. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except in connection with customary employee or director compensation arrangements, as set forth in the Convertible Debt Documents, to the extent constituting Qualified Equity Interests, or as otherwise set forth on Schedule 4.1(c)4.1(d) to this Agreement, (i) as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s 's or any of its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument, and (ii) no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests other than with respect to Convertible Debt or Permitted Convertible Notes upon a "fundamental change".

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) of the Disclosure Letter (as of the Closing date and as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementat the request of Agent but in any event not more often than quarterly) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) of the Disclosure Letter (as of the Closing Date and as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementat the request of Agent but in any event not more often than quarterly), is a complete and accurate list of the Loan PartiesBorrowers’ direct and indirect Subsidiaries, as of the Closing Date or the last date on which such Schedule was updated, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentAdministrative Borrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) of the Disclosure Letter (as of the Closing Date and as such Schedule may be updated from time to time at the request of Agent but in any event not more often than quarterly) and except any options or warrants disclosed to the Agent in writing, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Restatement Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock except as permitted in Section 7.10. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Except as set forth on Schedule 4.1(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (is, as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is of the Closing Date, a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, showing: (i) the number percentage ownership by Parent of the outstanding shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for Stock of each of such Parent’s direct Subsidiaries, and (ii) the number percentage ownership by each of Parent’s direct and the percentage indirect Subsidiaries that are Loan Parties of the outstanding shares (or membership interests, as the case may be) of each class of common and preferred Stock of such class owned directly or indirectly by ParentSubsidiary’s direct Subsidiaries. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsParent's Subsidiaries' capital Stock, including any put option or any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(c), neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Restatement Effective Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Credit Party (i) is duly organized and existing and in good standing standing, if applicable, under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state state, province or territory where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Credit Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Credit Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Credit Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ each Credit Party’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Credit Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Credit Party’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Credit Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Credit Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s or such Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), ) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated and existing and in good standing (where applicable) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (is, as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is of the Closing Date, a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is is, as of the Closing Date, a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, showing: (i) the number percentage ownership by Parent of the outstanding shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for Stock of each of such Parent’s direct Subsidiaries, and (ii) the number percentage ownership by each of Parent’s direct and the percentage indirect Subsidiaries that are Loan Parties of the outstanding shares (or membership interests, as the case may be) of each class of common and preferred Stock of such class owned directly or indirectly by ParentSubsidiary’s direct Subsidiaries. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsParent's Subsidiaries' capital Stock, including any put option or any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(c), neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Parent and each of its Subsidiaries (i) is duly organized or incorporated and existing and in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, anddescription, as of the Closing Date, a description of the authorized capital Stock of Parent, by class, and of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument, except for options, warrants, and restricted stock granted to employees, management, and directors in the ordinary course of Parent’s business as in effect on the Closing Date so long as the granting of such options, warrants or restricted stock (x) does not result in a Change of Control and (y) is not otherwise prohibited hereunder. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock, except for certain cash payments with respect to the warrants issued on March 22, 2007, to the investors who purchased the Stock issued by Parent on or about the same date (the “2007 Warrants”), in connection with a Major Transaction (as such term is defined in the 2007 Warrants). The foregoing sentence is not intended as the Lender Group’s consent to any cash payments with respect to the 2007 Warrants. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth in Section 6.9(a), neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on As of the Closing Date, Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on As of the Closing Date, Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except (i) as may be set forth on Schedule 4.1(c4.1(d), (ii) as may be set forth in the certificate of incorporation of Borrower (as amended from time to time to the extent permitted hereunder), (iii) options to purchase Equity Interests of Borrower granted to or held by employees of Borrower in connection with Borrower’s stock incentive plan, or (iv) pursuant to transactions otherwise permitted under Section 6.10, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party (other than Parent), by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to this Agreement, as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Material Domestic Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to the Disclosure Letter (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such SubsidiariesLoan Party, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentAdministrative Borrower. All of the outstanding Equity Interests of each such Subsidiary have Loan Party has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to the Disclosure Letter, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(d) to the Disclosure Letter and except with respect to the Convertible Notes, no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent shares of any Borrower’s capital Stock, including any right of conversion or otherwise) to repurchase exchange under any outstanding security or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrowers’ Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(b) is a complete and accurate description of the authorized Equity Interests capital stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital stock or any security convertible into or exchangeable for any of its Equity Interestscapital stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of its organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital stock or any security convertible into or exchangeable for any such capital stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) Agreement is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party as of the Closing Date, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to this Agreement, as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and and, if applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. Set forth on Schedule 4.1(a) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted by this Agreement) is a list of all states in which any Loan Party is qualified to do business on the Closing Date. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentIrish Holdings. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and and, with respect to Equity Interests of a corporation, are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyIrish Holding’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Except as set forth in the ESOP Plan Documents, Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Restricted Subsidiaries (i) is duly organized and existing and in good standing (or the applicable equivalent thereof, if any) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests of each such Restricted Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s 's or any of its Restricted Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Borrower (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any each state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan PartiesBorrowers’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrowers’ Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrowers nor any of their Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrowers’ Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Such Debtor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 3.7(b), is a complete and accurate description of the authorized Equity Interests of Borrowerthe Company, by class, and, as of the Closing Issue Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 3.7(b), there are no subscriptions, options, warrants, or calls relating to any shares of the Company's Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as described on Schedule 3.7(b), Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement3.7(c), is a complete and accurate list of the Loan Parties’ Company's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentCompany. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c3.7(c), there are no subscriptions, options, warrants, or calls relating to any shares of the Company's or any Loan Party’s of its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Neither the Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Subsidiary's Equity Interests or any security convertible into or exchangeable for any such Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could would reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrower's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.2(b), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 5.2(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.2(c), is a complete and accurate list of the Loan Parties’ each Borrower's direct and indirect Subsidiaries, including a list indicating the ownership percentages of each, and, for each Subsidiary that is a Borrower or Guarantor, a list showing: (i) the jurisdiction of their organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.2(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrower's or Guarantor's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries that is a Borrower or Guarantor is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any capital Stock of any Subsidiary that is a -34- Borrower or Guarantor or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each Subsidiary of each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b5.1(b) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any shares of any capital stock or any Loan Party’s Equity InterestsParty or of any of its Subsidiaries, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b5.8(b) (or as such Schedule may be updated disclosed to Agent in writing from time to time with reference to reflect changes resulting from transactions permitted under this Agreement) Schedule 5.8, is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b) or as disclosed to Agent in writing from time to time with reference to Schedule 5.8, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 5.8(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (or as such Schedule may be updated disclosed to Agent in writing from time to time with reference to reflect changes resulting from transactions permitted under this Agreement)Schedule 5.8, is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)5.8(c) or as disclosed to Agent in writing from time to time with reference to Schedule 5.8, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock. (e) Except for the FCC Licenses (to which neither Borrower nor Orbital Communications ascribe any value), none of the Guarantors or Orbital Holdings has assets with an aggregate value in excess of $10,000 or annual operating expenses in excess of $10,000.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any nation, state or province where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Activation Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ each Borrower's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrower's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and existing, (ii) is in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, except where the failure to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, (iiiii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iiiiv) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementto be made in accordance with the Loan Documents) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on When delivered to Agent pursuant to Schedule 3.3, Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement), is ) sets forth a complete and accurate list of the Loan Parties’ direct and indirect Parent’s Material Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Material Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Material Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b5.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) the Information Certificate is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party (other than Parent), by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s (other than Parent’s) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)5.1(c) to the Information Certificate, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party’s Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing (or its equivalent, if any) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the Transactions or any transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests Stock of each Borrower, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstandingoutstanding as of the Closing Date. Except with respect to the Existing Senior Subordinated Notes and other than as described on Schedule 4.1(b), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Existing Senior Subordinated Notes and as set forth on Schedule 4.1(b), as of the Closing Date no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Stock or any security convertible into or exchangeable for any of its Equity InterestsStock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Company’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing, as of the Closing Date: (i) the percentage of Stock owned directly or indirectly by the Company in each of its Subsidiaries, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock (if any) authorized for each of such Loan Party and its Restricted Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe Company in each other Loan Party and Restricted Subsidiary, and (iv) identification of whether such Subsidiary is a US Subsidiary Borrower, US Guarantor, Foreign Borrower, Foreign Guarantor, Excluded Subsidiary, Restricted Subsidiary, Pledgor and/or Unrestricted Subsidiary. All of the outstanding Equity Interests Stock of each such Restricted Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Intereststhe Restricted Subsidiaries’ Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Existing Senior Subordinated Notes and as set forth on Schedule 4.1(c), as of the Closing Date neither Borrowers nor any of their Restricted Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Restricted Subsidiaries’ Stock or any security convertible into or exchangeable for any such Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) Agreement is a complete and accurate description description, as of the Closing Date of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of and the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries (including Unrestricted Subsidiaries) as of the Closing Date, showing, as of the Closing Date: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent▇▇▇▇▇▇. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to this Agreement, as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s 's or any of its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(d) to this Agreement, as of the Closing Date, no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organizationorganization (to the extent the concept of “good standing” exists in such Loan Party’s jurisdiction), (ii) is qualified or licensed to do business in any state jurisdiction where it is required to be qualified or licensed, except where the failure to be so qualified or licensed could not reasonably be expected to result in a Material Adverse Effect, and (iii) subject to the entry of the CCAA Orders, the Interim Order or the Final Order, applicable has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerHoldings, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding, in each case, as of the Closing Date (after giving effect to the Transactions). Borrower As of the Closing Date (after giving effect to the Transactions), other than as described in Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Holdings’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. As of the Closing Date (after giving effect to the Transactions), Holdings is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on As of the Closing Date (after giving effect to the Transactions), Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is sets forth a complete and accurate list of the Loan PartiesHoldings’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentHoldings. All of the outstanding Equity Interests capital Stock of each such Subsidiary have (other than Subsidiaries that are (i) limited liability companies or limited partnerships organized or formed under the laws of a jurisdiction within the United States) has been validly issued and are is fully paid and non-assessableassessable (to the extent such concepts are relevant with respect to such capital Stock), subject only to the general assessability of shares of a Nova Scotia unlimited company. (d) Except As of the Closing Date, except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interestsor any of its Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. As of the Closing Date (after giving effect to the Transactions), no Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or redeem any shares of its Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock, except as provided in Schedule 4.1(d).

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Parent and each of its Subsidiaries (i) is duly organized or incorporated and existing and and, where applicable, in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, anddescription, as of the Closing Date, a description of the authorized capital Stock of Parent, by class, and of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument, except for options, warrants, and restricted stock granted to employees, management, and directors in the ordinary course of Parent’s business as in effect on the Closing Date so long as the granting of such options, warrants or restricted stock (x) does not result in a Change of Control and (y) is not otherwise prohibited hereunder. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock, except for certain cash payments with respect to the warrants issued on March 22, 2007, to the investors who purchased the Stock issued by Parent on or about the same date (the “2007 Warrants”), in connection with a Major Transaction (as such term is defined in the 2007 Warrants). The foregoing sentence is not intended as the Lender Group’s consent to any cash payments with respect to the 2007 Warrants. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth in Section 6.9(a), neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an Affected Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized organized, incorporated and existing and (to the extent such concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set As of the Closing Date, set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of the Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. The Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its or any of its Subsidiaries’ Equity Interests or any security convertible into or exchangeable for any of its or any of its Subsidiaries’ Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, Subsidiaries and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except As of the Closing Date, except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of the Borrower or any Loan Party’s of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent shares of any Borrower’s capital Stock, including any right of conversion or otherwise) to repurchase exchange under any outstanding security or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable.. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor. \66176107.6 (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrowers’ Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerBorrower as of the Closing Date, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 4.1(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement), Section 5.16) is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable, if applicable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement), Section 5.16) is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Material Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Material Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Material Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (ai) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (bii) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise5.8(c) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Foothill Loan Agreement), is a complete and accurate list of the each Loan Parties’ Party's direct and indirect Subsidiaries, showing: Subsidiaries (iwho are not Loan Parties), (A) the jurisdiction of their organization; (B) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and ; and (iiC) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (diii) Set forth on Schedule 5.8(c) to the Foothill Loan Agreement, is a complete and accurate list of each Loan Party's direct and indirect Subsidiaries (who are not Loan Parties), showing: (A) the jurisdiction of their organization; (B) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries; and (C) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Loan Party. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (iv) Except as set forth on Schedule 4.1(c)5.8(c) to the Foothill Loan Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse EffectChange. Schedule 3.1(f) does not, and (iii) has all requisite power and authority to own and operate its propertiesas of the Closing Date, to carry on its business as now conducted and as proposed omit any jurisdiction in which the failure of any Borrower to be conductedqualified to do business reasonably could be expected to constitute a Material Adverse Change. Schedule 3.1(j) does not, as of the Closing Date, omit any jurisdiction in which the failure of any Guarantor to enter into the Loan Documents be qualified to which it is do business reasonably could be expected to constitute a party and to carry out the transactions contemplated therebyMaterial Adverse Change. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description as of the Closing Date of the authorized Equity Interests capital Stock of Borrowereach Obligor, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Obligor’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock, except as permitted under Section 7.10. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of each Obligor’s direct Subsidiaries as of the Loan Parties’ direct and indirect SubsidiariesClosing Date, showing: (i) the jurisdiction of their organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Obligor. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyObligor’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Obligor or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Obligor’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock. (e) Except for any such failure that would not reasonably be expected to result in a Material Adverse Change, all licenses, consents, exemptions, clearance filings, registrations, payments of taxes, notarizations and authorizations as are or may be necessary or desirable for the proper conduct of each Obligor’s business, trade, and ordinary activities for the performance and discharge of its respective obligations and liabilities under the Loan Documents have been obtained and are in full force and effect.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than the IMS Share Repurchase, no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(c), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.8, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this AgreementSCHEDULE 4.1(B) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on SCHEDULE 4.1(B), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(cSCHEDULE 4.1(C) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSECTION 5.11), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(cSCHEDULE 4.1(C), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsParent's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (other than CPI Card Group – Europe Limited, CPI Card Group – Liverpool Limited and CPI Card Group – Petersfield Limited) (i) is duly organized and existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the each Loan Documents Document to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by classclass as of the Closing Date, and thereafter, as of the most recent date on which Loan Parties provided the Compliance Certificate pursuant to Section 5.1, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect SubsidiariesSubsidiaries as of the Closing Date, and thereafter, as of the most recent date on which Loan Parties provided the Compliance Certificate pursuant to Section 5.1, in each case, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessableassessable (to the extent such concepts are applicable in the relevant jurisdiction). (d) Except as set forth on Schedule 4.1(c4.1(d) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), as of the Closing Date, and thereafter, as of the most recent date on which Loan Parties provided the Compliance Certificate pursuant to Section 5.1, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b5.7(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under not prohibited by this Agreement) is a complete and accurate description of (i) the authorized Equity Interests capital Stock of Horizon, by class, and a description of the interests of each such class that are issued and outstanding as of the Closing Date, and (ii) the authorized capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) interests of each such class that are issued and outstandingoutstanding as of the Closing Date and at all times thereafter. Other than as described on Schedule 5.7(b), there are no subscriptions, options, warrants, or calls relating to any capital Stock of Borrower, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.7(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Horizon’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentHorizon. All of the outstanding Equity Interests of each such Subsidiary The Borrower does not have been validly issued and are fully paid and non-assessableany direct or indirect Subsidiaries. (d) Except as set forth on Schedule 4.1(c5.7(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interestscapital Stock of a Subsidiary of Borrower, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital Stock of a Subsidiary of such Person or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower and each Subsidiary of a Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 4.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent shares of each Borrower’s capital Stock, including any right of conversion or otherwise) to repurchase exchange under any outstanding security or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4.8(c), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified could would not be reasonably be expected likely to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, Other than as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth described on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interestscapital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock. (c) Set forth on Schedule 5.8(c), is a complete and accurate list of each Loan Party’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Loan Party. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Except as set forth on Schedule 4.1(b), no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentParent or any Borrower. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Borrower's or any of its Subsidiaries' Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate or limited liability company (as applicable) power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Borrower (other than USA Truck), by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentUSA Truck. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Partyof USA Truck’s Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. (e) To the extent that any of Schedules 4.1(b), (c), or (d) may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement, such schedules shall be deemed to have been updated for the purposes of making any representation under this Section 4.1 at the time that Agent shall have received written notice of such change from the Administrative Borrower together with clean and marked replacement schedule(s).

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each Subsidiary of each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebythereby (including without limitation, the consummation of the Geokinetics Acquisition). (b) Set forth on Schedule 4.1(b5.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) the Information Certificate is a complete and accurate description of the authorized Equity Interests Capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Effective Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate, as of the Effective Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Capital Stock or any security convertible into or exchangeable for any of its Equity InterestsCapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests Capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)5.1(c) to the Information Certificate or as contemplated under the Restructuring Support Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Capital stock or any Loan Party’s Equity InterestsParty or of any of its Subsidiaries, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ Capital Stock or any security convertible into or exchangeable for any such Capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated, as applicable, and existing and in good standing (or its equivalent, if any) under the laws of the jurisdiction of its organizationorganization or incorporation, as applicable, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) subject to entry of any applicable order of the Bankruptcy Court, has all requisite power and authority to (x) own and operate its propertiesproperties (and, with respect to properties of the Foreign Borrower, the US Borrower has all requisite power and authority to hold legal title to such properties on behalf, for the account and risk of the community of ownership formed by the partners in the Foreign Borrower) and to carry on its business as now conducted and as proposed to be conducted, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, (y) to enter into the Loan Documents to which it is a party and to carry out the Transactions or any transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests Stock of each Borrower, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstandingoutstanding as of the Closing Date. Except with respect to the Prepetition Senior Subordinated Notes and other than as described on Schedule 4.1(b), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Prepetition Senior Subordinated Notes and as set forth on Schedule 4.1(b), as of the Closing Date no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Stock or any security convertible into or exchangeable for any of its Equity InterestsStock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Company’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing, as of the Closing Date: (i) the percentage of Stock owned directly or indirectly by the Company in each of its Subsidiaries, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock (if any) authorized for each of such Loan Party and the Restricted Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe Company in each other Loan Party and Restricted Subsidiary, and (iv) identification of whether such Subsidiary is a US Guarantor, Foreign Borrower, Foreign Guarantor, Excluded Subsidiary, Restricted Subsidiary, Pledgor and/or Unrestricted Subsidiary. All of the outstanding Equity Interests Stock of each such Restricted Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Intereststhe Restricted Subsidiaries’ Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Prepetition Senior Subordinated Notes and as set forth on Schedule 4.1(c), as of the Closing Date neither Borrowers nor any of the Restricted Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Restricted Subsidiaries’ Stock or any security convertible into or exchangeable for any such Stock and the articles or certificate of incorporation or constitution or similar organizing or governing documents of any Restricted Subsidiary do not restrict or inhibit in any case any transfer of that Stock on enforcement of the Collateral.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Amendment No. 6 Effective Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentPac-Van. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(b) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Restatement Effective Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time (i) pursuant to time Section 7.5, (ii) to add new Subsidiaries, formed as a result of Permitted Acquisitions and so long as Borrower has complied with Section 6.15, and (iii) to reflect changes resulting from transactions mergers, reorganizations or consolidations permitted under this AgreementSection 7.3(a), ) is a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, Subsidiaries showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsParent's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 5.8(c), neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's or Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock. (e) Parent is a holding company and conducts no other business and operations other than the ownership of the Stock of Borrower. (f) DDS is a managed dental care organization and conducts no other business and operations other than the management of dental care services and the operation of a dental insurance business and as of the Restatement Effective Date is regulated by DMHC. (g) CDC and MDC are managed dental care organizations and conduct no other business and operations other than the management of dental care services and the operation of a dental insurance business and as of the Restatement Effective Date are regulated by the Oregon Department of Human Services, Office of Medical Assistance Program.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description description, as of the Closing Date, of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, class and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Except as disclosed by the Borrower from time to time in filings with the Securities and Exchange Commission, Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)in connection with compensatory programs, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests ownership of Borrower, by class, and, Borrower as of the Closing Date. Other than as described on Schedule 4.1(b), a description there are no subscriptions, options, warrants, or calls relating to any shares of the number Borrower’s capital Stock, including any right of shares (conversion or membership units, as the case may be) of each such class that are issued and outstandingexchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is incorporation and qualified and licensed to do business in, and in good standing in, any state where the failure to be so licensed or qualified could reasonably be expected to result in constitute a Material Adverse EffectChange. Each of Borrower’s Subsidiaries is duly organized and existing and in good standing under the laws of the jurisdiction of its incorporation or organization and qualified and licensed to do business in, and (iii) has all requisite power and authority to own and operate its propertiesin good standing in, to carry on its business as now conducted and as proposed any state where the failure to be conducted, so licensed or qualified could be expected to enter into the Loan Documents to which it is constitute a party and to carry out the transactions contemplated therebyMaterial Adverse Change. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.5(b), is a complete and accurate description as of the Closing Date of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstandingoutstanding and the number of such shares that are held in Borrower’s treasury. All such outstanding shares have been validly issued and, as of the Closing Date, are fully paid, nonassessable shares free of contractual preemptive rights. The issuance and sale of all such shares have been in compliance with all applicable federal and state securities laws. Other than as described on Schedule 5.5(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as provided on Schedule 5.5(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.5(c), is a complete and accurate list of the Loan Parties’ Borrower’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date and the ▇▇▇▇▇▇ 2009 Partnership, showing: (i) the jurisdiction of their incorporation or organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, Subsidiaries and the ▇▇▇▇▇▇ 2009 Partnership; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have and the ▇▇▇▇▇▇ 2009 Partnership has been validly issued and are is fully paid and non-assessable. (d) . Except as provided on Schedule 5.5(c), as of the Closing Date, Borrower has no direct or indirect equity interest in any Person other than Borrower’s Subsidiaries, the Pellissippi Pointe Entities and the ▇▇▇▇▇▇ 2009 Partnership. Except as set forth on Schedule 4.1(c5.5(c), there are no subscriptionscapital Stock (or any securities, instruments, warrants, options, warrantspurchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for capital Stock) of any direct or indirect Subsidiary of Borrower or of the ▇▇▇▇▇▇ 2009 Partnership is subject to the issuance of any security, instrument, warrant, option, purchase right, conversion or exchange right, call, commitment or claim of any right, title, or calls relating interest therein or thereto. None of Borrower, any of its Subsidiaries or the ▇▇▇▇▇▇ 2009 Partnership is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital Stock or any Loan Party’s Equity Interests, including security convertible into or exchangeable for any right of conversion or exchange under any outstanding security or other instrumentcapital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite corporate, limited liability company, or other company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party party, and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Restatement Effective Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), ) is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, Subsidiaries and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent▇▇▇▇▇▇▇ or its Subsidiaries, as applicable. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.1(d), as of the Restatement Effective Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each Subsidiary of each Loan Party (i) is duly organized and existing and in good standing or the equivalent under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b5.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) the Information Certificate is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)5.1(c) to the Information Certificate, there are no subscriptions, options, warrants, or calls relating to any shares of any capital stock or any Loan Party’s Equity InterestsParty or of any of its Subsidiaries, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstandingoutstanding (it being understood that Schedule 4.1(b) is not required to include a listing of the owners of the issued and outstanding shares of capital Stock of the Borrower). Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(b) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Loan Party's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 5.8(b), no Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Parent's and each Borrower's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentParent and the applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's or any Loan Party’s Equity InterestsBorrower's Restricted Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any Borrower or any of their respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's or any Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state or province where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(b) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b) or as otherwise permitted under this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of each Loan Party's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the each Loan Parties’ Party's direct and indirect Subsidiaries, showing: : (i) the jurisdiction of their organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 33 otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and (if applicable) existing and in good standing under the laws of the jurisdiction of its organizationorganization or formation (as the case may be), (ii) is qualified or licensed to do business in any state jurisdiction where its activities make such qualification or license necessary, except where the failure to be so qualified or licensed could not reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.11), is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable, subject only to the general assessability of Stock of a Nova Scotia unlimited company pursuant to Nova Scotia law. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsParent's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conductedconducted (except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect), to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated revised from time to time to reflect changes resulting from transactions expressly permitted under this AgreementAgreement and which, to the extent revised after the Closing Date, shall only be required to be true, complete and correct as of the making of any Advance or providing any Letter of Credit) is a complete and accurate description of the authorized Equity Interests of BorrowerBorrowers, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to of Borrowers’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (iiii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests stock authorized for each of such Subsidiaries, and (iiiv) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares Equity Interests of Parent or any Loan Party’s Equity Interestsof its Subsidiaries, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Interests of Parent or any of its Subsidiaries or any security convertible into or exchangeable for any such Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (ba) Set forth on Schedule 4.1(b5.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (cb) Set forth on Schedule 4.1(c5.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower and each other Loan Party. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (dc) Except as set forth on Schedule 4.1(c)5.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule 5.1(d) to this Agreement, no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own or lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is , except that such Schedule does not subject reflect and Borrowers shall have no obligation to update such Schedule to reflect any obligation (contingent securities issues pursuant to the employee stock option plan or otherwise) employee stock purchase plan, each as disclosed to repurchase or otherwise acquire or retire any shares (or membership units, as Agent in the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity InterestsPerfection Certificate. (c) Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), ) is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)4.1(d) to this Agreement, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Partyof Parent’s direct or indirect Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 4.1(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by ParentBorrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrower's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing SixthEighth Amendment Effective Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower is not subject Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any obligation (contingent shares of any Borrower’s capital Stock, including any right of conversion or otherwise) to repurchase exchange under any outstanding security or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interestsother instrument. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrowers’ Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Parent and each of its Subsidiaries is duly organized or incorporated and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization or incorporation and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b4.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16, or changes to Parent’s capital structure that are not otherwise prohibited under the Loan Documents), is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument, except for the issuance of Series B Preferred Stock, or options, warrants, and restricted stock granted to employees, management, and directors in the ordinary course of Parent’s business as in effect on the Closing Date so long as the granting of such options, warrants or restricted stock (x) does not result in a Change of Control and (y) is not otherwise prohibited hereunder. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange. The Borrower is an "air carrier" within the meaning of the Act and holds a certificate under Sections 41102(a)(1) and 41103 of Title 49. Each of Parent, each Borrower and their respective Subsidiaries engaged in operations as an "air carrier" is a "citizen of the United States" as defined in Section 40102(a)(15) of Title 49 (iiia "UNITED STATES CITIZEN") has and holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49 for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo. Parent, each Borrower and each of their respective Subsidiaries possess all requisite power necessary certificates, franchises, licenses, permits, rights and authority concessions and consents which are material to own the operation of the routes flown by it and operate its properties, to carry on the conduct of its business and operations as now conducted and as proposed to be currently conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) SCHEDULE 5.8(B), is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on SCHEDULE 5.8(B), there are no subscriptions, options, warrants, or calls relating to any shares of Parent's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this AgreementSCHEDULE 5.8(C), is a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(cSCHEDULE 5.8(C), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsParent's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock. (e) Each Borrower is an "eligible borrower" within the meaning of the Act and the Regulations; no Borrower does has any outstanding delinquent Federal debt (including tax liabilities); and the Loan Documents and the transactions contemplated hereby comply with the requirements of the Act and the Regulations.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or incorporated, as applicable, and existing and in good standing (or its equivalent, if any) under the laws of the jurisdiction of its organizationorganization or incorporation, as applicable, (ii) is qualified to do business in any state state, province or territory where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) subject to entry of any applicable order of the Bankruptcy Court, has all requisite power and authority to (x) own and operate its propertiesproperties (and, with respect to properties of the Foreign Borrower, the US Borrower has all requisite power and authority to hold legal title to such properties on behalf, for the account and risk of the community of ownership formed by the partners in the Foreign Borrower) and to carry on its business as now conducted and as proposed to be conducted, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, (y) to enter into the Loan Documents to which it is a party and to carry out the Transactions or any transactions contemplated thereby. (b) . Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests Stock of each Borrower, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstandingoutstanding as of the Closing Date. Except with respect to the Prepetition Senior Subordinated Notes and other than as described on Schedule 4.1(b), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Prepetition Senior Subordinated Notes and as set forth on Schedule 4.1(b), as of the Closing Date no Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Stock or any security convertible into or exchangeable for any of its Equity Interests. (c) Stock. Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Company’s direct and indirect SubsidiariesSubsidiaries as of the Closing Date, showing, as of the Closing Date: (i) the percentage of Stock owned directly or indirectly by the Company in each of its Subsidiaries, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock (if any) authorized for each of such Loan Party and the Restricted Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe Company in each other Loan Party and Restricted Subsidiary, and (iv) identification of whether such Subsidiary is a US Guarantor, Foreign Borrower, Foreign Guarantor, Excluded Subsidiary, Restricted Subsidiary, Pledgor and/or Unrestricted Subsidiary. All of the outstanding Equity Interests Stock of each such Restricted Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) . Except as set forth on Schedule 4.1(c), as of the Closing Date there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Intereststhe Restricted Subsidiaries’ Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except with respect to the Prepetition Senior Subordinated Notes and as set forth on Schedule 4.1(c), as of the Closing Date neither Borrowers nor any of the Restricted Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Restricted Subsidiaries’ Stock or any security convertible into or exchangeable for any such Stock and the articles or certificate of incorporation or constitution or similar organizing or governing documents of any Restricted Subsidiary do not restrict or inhibit in any case any transfer of that Stock on enforcement of the Collateral.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.. ATI-2336232v16 21 (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of Parent and each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s or any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 4.1(b), neither Parent nor any Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) of the Borrowers is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (4.8(b), is, as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is of the Closing Date, a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than (i) as described on Schedule 4.8(b), (ii) the Warrant and (iii) as contemplated by the Merger Agreement, there are, as of the Closing Date, no subscriptions, options, warrants, or calls requiring the issuance by Parent of any shares of Parent’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time upon written notice to time to reflect changes resulting from transactions permitted under this Agreement), Agent) is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization and their FEIN and organizational numbers, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent or a Subsidiary of Parent. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interestscapital Stock of any Subsidiary of Parent, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any such Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and Effect (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted where the failure to comply with this clause (iii) could reasonably be expected to result in a Material Adverse Effect and as proposed to be conducted(iv) has all requisite power and authority to, to enter into and perform under the Loan Documents to which it is a party and to carry out the transactions contemplated therebyTransactions. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 3.2 is a complete and accurate description of the authorized Equity Interests Capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. (c) Set forth on Schedule 3.2, is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries as of the Closing Date, showing, as of the Closing Date: (i) the number and percentage of each class of Stock owned directly or indirectly by Parent and its Subsidiaries in each of such Subsidiaries, and (ii) the number of shares of each class of common and preferred Stock (if any) authorized for each Loan Party and its Subsidiaries. Borrower All of the outstanding capital Stock of each such Subsidiary has been validly issued and is not fully paid and non-assessable. (d) Except as set forth on Schedule 3.2, there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s Subsidiaries’ Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Parent’s Subsidiaries’ Capital Stock or any security convertible into or exchangeable for any of its Equity Interestssuch Capital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each Subsidiary of each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b5.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) the Information Certificate is a complete and accurate description of the authorized Equity Interests Capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.1(b) to the Information Certificate, there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Capital Stock or any security convertible into or exchangeable for any of its Equity InterestsCapital Stock. (c) Set forth on Schedule 4.1(c5.1(c) to the Information Certificate (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests Capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c)5.1(c) to the Information Certificate, there are no subscriptions, options, warrants, or calls relating to any shares of any Capital stock or any Loan Party’s Equity InterestsParty or of any of its Subsidiaries, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of such Loan Party’s Subsidiaries’ Capital Stock or any security convertible into or exchangeable for any such Capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws Laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) 4.8(b), as of the Closing Date, (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this Agreement) Section 5.16), is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower As of the Closing Date, the Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c4.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.16), is a complete and accurate list of the Loan Parties’ Parent's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Subsidiary. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsParent's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, and a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding, in each case as of the Closing Date. Other than (i) as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as provided in the Permitted Convertible Notes Documents, Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time by notice from Administrative Borrower to Agent to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ ' direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentsuch Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are and, in the case of each Subsidiary that is a corporation, is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time by notice from the Administrative Borrower to Agent to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrowers' Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrowers nor any of their Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrowers' Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Company is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) SCHEDULE 5.8(B), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Company (prior to the Permitted Corporate Transactions), by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on SCHEDULE 5.8(B), there are no subscriptions, options, warrants, or calls relating to any shares of each Company's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this AgreementSCHEDULE 5.8(C), is a complete and accurate list of the Loan Parties’ each Company's direct and indirect SubsidiariesSubsidiaries (prior to the Permitted Corporate Transactions), showing: (i) the jurisdiction of their organization, (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Company. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(cSCHEDULE 5.8(C), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsCompany's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Company's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Parent is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests Capital Stock of BorrowerParent, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of Parent’s Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Capital Stock or any security convertible into or exchangeable for any of its Equity InterestsCapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the Loan Parties’ Parent’s direct and indirect Subsidiaries, showing: (i) the number jurisdiction of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiariestheir organization, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests Capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s Equity InterestsSubsidiaries’ Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’ Capital Stock or any security convertible into or exchangeable for any such Capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized or formed and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or licensed to do business in any state jurisdiction where notice of its activities makes such qualification or license necessary or the failure to be so qualified or licensed reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests capital Stock of BorrowerBorrower and Canadian Opco, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or Canadian Opco’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor Canadian Opco is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted to be made under this AgreementSection 5.11), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have (other than Subsidiaries that are (i) limited liability companies or limited partnerships organized or formed under the laws of a jurisdiction within the United States) has been validly issued and are is fully paid and non-assessable, subject only to the general assessability of shares of a Nova Scotia unlimited company. (d) Except as set forth on Schedule 4.1(c4.1(d) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interestsor any of its Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Guarantor is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or redeem any shares of its Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock, except as provided in Schedule 4.1(d).

Due Organization and Qualification; Subsidiaries. (ai) Each Loan Party The Company (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could would reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Transaction Documents to which it is a party and to carry out the transactions contemplated thereby. (bii) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement4(a)(ii) is a complete and accurate description of the authorized Equity Interests capital Stock of Borrower, the Company by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4(a)(ii), there are no subscriptions, options, warrants, or calls relating to any shares of the Company’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (ciii) Set forth on Schedule 4.1(c4(a)(iii) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ Company’s direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe Company. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (div) Except as set forth on Schedule 4.1(c4(a)(ii), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Partythe Company’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither the Company nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the Company’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Company is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Company, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b) (as such Schedule may be updated from time to time by the Companies), there are no subscriptions, options, warrants, or calls relating to any shares of each Company’s (other than the Parent) capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Except as described on Schedule 5.8(b) (as such Schedule may be updated from time to time by the Companies), no Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c5.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementby the Companies), is a complete and accurate list of the Loan Parties’ each Company’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Company. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(d) (as such Schedule may be updated from time to time by the Companies), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsCompanies’ Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Company or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Companies’ Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests Interest of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interest, including any right of conversion or exchange under any outstanding security or other instrument. Each Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests Interest or any security convertible into or exchangeable for any of its Equity InterestsInterest. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parenteach Loan Party. All of the outstanding Equity Interests Interest of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyParent’s or its Subsidiaries’ Equity InterestsInterest, including any right of conversion or exchange under any outstanding security or other instrument.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction State of its organization, (ii) is Delaware and within 30 days of the date of this Agreement will be and remain qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.6(b) is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstandingoutstanding and the owners of such shares. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, Other than as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth described on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.6(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity InterestsBorrower's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock. (c) Set forth on Schedule 5.6(c) is a complete and accurate list of Parent and each other Borrower's direct and indirect Subsidiaries, showing: (i) the jurisdiction of each such Subsidiary's organization; (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries; and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 5.6(c), there are no subscriptions, options, warrants, or calls relating to any shares of the capital stock of any Borrower's Subsidiary, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Borrower's Subsidiary, or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, has all requisite corporate (iior the equivalent company) is power to own its property and conduct its business as now conducted and as presently contemplated and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b6.8(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) with the written consent of the Agent), is a complete and accurate description of the authorized Equity Interests capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Other than as described on Schedule 6.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c6.8(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreementwith the written consent of the Agent), is a complete and accurate list of the Loan Parties’ each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, their Type of Organization, their Organizational I.D. Number and their exact legal name; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Borrower. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c6.8(c) (as may be updated from time to time with the written consent of the Agent), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan PartyBorrower’s Equity InterestsSubsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is organization and qualified to do business in any state where the failure to be so qualified reasonably could reasonably be expected to result in have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated therebyChange. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) 5.8(b), is a complete and accurate description of the authorized Equity Interests capital Stock of Borrowereach Loan Party, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. Borrower Other than as described on Schedule 5.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Loan Party's capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests capital Stock or any security convertible into or exchangeable for any of its Equity Interestscapital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement5.8(c), is a complete and accurate list of the each Loan Parties’ Party's direct and indirect SubsidiariesSubsidiaries (who are not Loan Parties), showing: : (i) the jurisdiction of their organization; (ii) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests Stock authorized for each of such Subsidiaries, ; and (iiiii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parentthe applicable Loan Party. All of the outstanding Equity Interests capital Stock of each such Subsidiary have has been validly issued and are is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c5.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests's Subsidiaries' capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Loan Party or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Loan Party's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares (or membership units, as the case may be) of each such class that are issued and outstanding. No Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares (or membership units, as the case may be) of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares (or membership interests, as the case may be) of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares (or membership interests, as the case may be) of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary have been validly issued and are fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.