Common use of Equity Interests and Ownership Clause in Contracts

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

Equity Interests and Ownership. The Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.24.2 or as permitted by Section 6.2(u), as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement Closing Date.

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

Equity Interests and Ownership. The Equity Interests of each of Borrower Holdings and its Subsidiaries have been duly authorized and validly issued and are fully paid and and, with respect to corporate shares, non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, require the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement Closing Date.

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

Equity Interests and Ownership. The Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereofRestatement Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement DateDate both before and after giving effect to the Related Transactions.

Equity Interests and Ownership. The outstanding Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and and, to the extent applicable, non-assessable. Except as set forth on Schedule 4.24.02, as of the date hereofRestatement Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 4.02 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement DateDate after giving effect to the Transactions.

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

Equity Interests and Ownership. The Each of the Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement Closing Date.

Equity Interests and Ownership. The Equity Interests of each of the Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.24.01(b), as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of the Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of the Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of the Borrower or any of its Subsidiaries. Schedule 4.2 4.01(b) correctly sets forth the ownership interest of the Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement Closing Date.

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of each Subsidiary of Borrower and each of its Subsidiaries as of the Third Restatement DateClosing Date after giving effect to the Transactions. Other than the Warrants and the Preferred Shares, all of the Equity Interests of Borrower are owned directly by the ESOT.

Equity Interests and Ownership. The Equity Interests of each Subsidiary of the Borrower and its Subsidiaries the other Credit Parties have been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement DateClosing Date both before and after giving effect to the Acquisition.

Equity Interests and Ownership. The Equity Interests of each of the Borrower and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of the Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of the Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of the Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of the Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement DateClosing Date both before and after giving effect to the Related Transactions.

Equity Interests and Ownership. The Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement Second Amendment Effective Date.

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Restricted Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessableassessable (to the extent such concepts are applicable). Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement Closing Date.

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

Equity Interests and Ownership. The outstanding Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and and, to the extent applicable, non-assessable. Except as set forth on Schedule 4.24.02, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 4.02 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement DateClosing Date after giving effect to the Transactions.

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

Equity Interests and Ownership. The Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereofClosing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement DateClosing Date both before and after giving effect to the Related Transactions.

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

Equity Interests and Ownership. The Equity Interests of Borrower and each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.25.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities Equity Interests convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 5.2 correctly sets forth the ownership interest of Borrower and its Subsidiaries in each of its respective Subsidiaries as of the Effective Date. The organizational structure and capital structure of Borrower and each of its Subsidiaries is as of the Third Restatement Date.set forth on Schedule 3.1(d);

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

Equity Interests and Ownership. The Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement Closing Date and, subject to transactions permitted by Section 6.8, the Funding Date.

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

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

Equity Interests and Ownership. The Equity Interests of each of Borrower Holdings and its Subsidiaries have has been duly authorized and validly issued and are is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase purchase, a membership interest or other Equity Interests of Borrower Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Third Restatement DateClosing Date both before and after giving effect to the Related Transactions.

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

Equity Interests and Ownership. The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.