Common use of Subsidiaries and Owners; Investment Companies Clause in Contracts

Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 states, as of the Closing Date (i) the name of each of the Company’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in each such Subsidiary, the amount, percentage and type of such equity interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii). The Company and each Subsidiary of the Company has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens or, in the case of any Foreign Subsidiary, any restriction imposed by local Law) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940.

Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 states, as As of the Closing Date Date, Schedule 5.1.2 states (i) the name of each of the Company’s Loan Parties’ Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in each such SubsidiaryLoan Party (other than DSW), the amount, percentage and type of such equity interestinterest (the “Loan Party Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). The Company Each Loan Party and each Subsidiary of the Company each Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens or, in the case of any Foreign Subsidiary, any restriction imposed by local Law) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 19401940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 states, as As of the Closing Date Date, Schedule 5.1.2 states (i) the name of each of the Company’s Loan Parties' Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in each such SubsidiaryLoan Party (other than DSW), the amount, percentage and type of such equity interestinterest (the “Loan Party Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). The Company Each Loan Party and each Subsidiary of the Company each Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens or, in the case of any Foreign Subsidiary, any restriction imposed by local Law) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 19401940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 states, as of the Closing Date (i) the name of each of the Company’s Borrower's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an equity interest in each such Subsidiary, the amount, percentage and type of such equity interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii). The Company Borrower and each Subsidiary of the Company Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens or, in the case of any Foreign Subsidiary, any restriction imposed by local Law) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940.

Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 states, as As of the Closing Date Date, Schedule 5.1.2 states (i) the name of each of the Company’s Loan Parties’ Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an equity interest in each such SubsidiaryLoan Party (other than DSW), the amount, percentage and type of such equity interestinterest (the "Loan Party Equity Interests"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the "Equity Interests"). The Company Each Loan Party and each Subsidiary of the Company each Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens or, in the case of any Foreign Subsidiary, any restriction imposed by local Law) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 19401940 and shall not become such an "investment company" or under such "control."

Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 5.02 states, as of the Closing Date (ia) the name of each of the CompanyBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (iib) the name of each holder of an equity interest in each such Subsidiary, the amount, percentage and type of such equity interest, and (iiic) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (ia) or (iiic). The Company relevant Borrower and each Subsidiary of the Company relevant Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens or, in the case of any Foreign Subsidiary, any restriction imposed by local Law) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940.