Common use of Equity Interests and Ownership Clause in Contracts

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Restricted Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by such Restricted Subsidiary of any additional membership interests or other Equity Interests of such Restricted Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Restricted Subsidiary. Schedule 4.02 correctly sets forth the ownership interest of each of Borrower’s Subsidiaries in its respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each Subsidiaries of Borrower and its Restricted Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.024.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by such Restricted any Subsidiary of Borrower of any additional membership interests or other Equity Interests of such Restricted any Subsidiary of Borrower or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Restricted Subsidiaryany Subsidiary of Borrower. Schedule 4.02 4.2 correctly sets forth the ownership interest of Borrower and each of Borrower’s its Subsidiaries in its their respective Subsidiaries as of the Closing DateDate after giving effect to the consummation of the Plan.

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Restricted Subsidiaries has been duly authorized and validly issued and is fully paid and non-non assessable. Except as set forth on Schedule 4.02, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by such Restricted Subsidiary of any additional membership interests or other Equity Interests of such Restricted Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Restricted Subsidiary. Schedule 4.02 correctly sets forth the ownership interest of each of Borrower’s Subsidiaries in its respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Restricted Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by such Restricted Subsidiary of any additional membership interests or other Equity Interests of such Restricted Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Restricted Subsidiary. Schedule 4.02 correctly sets forth the ownership interest of each of Borrower’’s Subsidiaries in its respective Subsidiaries as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Restricted Subsidiaries has been duly authorized and validly issued and is fully paid and non-non assessable. Except as set forth on Schedule 4.024.02 to the Disclosure Letter, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by such Restricted Subsidiary of any additional membership interests or other Equity Interests of such Restricted Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Restricted Subsidiary. Schedule 4.02 to the Disclosure Letter correctly sets forth the ownership interest of each of Borrower’s 's Subsidiaries in its respective Subsidiaries as of the Closing Date and identifies each Subsidiary as either a Restricted Subsidiary or an Unrestricted Subsidiary as of the Closing Date.

Equity Interests and Ownership. The Equity Interests of each Subsidiaries of Borrower and its Restricted Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.024.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Restricted Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by such Restricted any Subsidiary of Borrower of any additional membership interests or other Equity Interests of such Restricted any Subsidiary of Borrower or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Restricted Subsidiaryany Subsidiary of Borrower. Schedule 4.02 4.2 correctly sets forth the ownership interest of Borrower and each of Borrower’s its Subsidiaries in its their respective Subsidiaries as of the Closing DateEffective Date after giving effect to the consummation of the Plan.

Equity Interests and Ownership. Schedule 5.2 correctly sets forth the ownership interest of each Borrower in its respective Restricted Subsidiaries as of the Closing Date. The Equity Interests of each of Borrower and its Restricted Subsidiaries has have been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.025.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment commitment, buy-sell, voting trust or other shareholder agreement or other agreement to which any Restricted Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Restricted Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by such any Restricted Subsidiary of any additional membership interests or other Equity Interests of such any Restricted Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such any Restricted Subsidiary. Schedule 4.02 correctly sets forth the ownership interest of each of Borrower’s Subsidiaries in its respective Subsidiaries as of the Closing Date.