Common use of Subsidiaries: Authorization; Enforceability Clause in Contracts

Subsidiaries: Authorization; Enforceability. The Borrower's Restricted Subsidiaries and the Borrower's direct and indirect ownership thereof as of the Agreement Date are as set forth on Schedule 4.1(c) attached hereto, and to the extent such Restricted Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares of the Restricted Subsidiaries shown thereon and such shares of such Restricted Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower has the corporate power and has taken all necessary corporate action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the Borrower is party is a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms, subject, as enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity. The Borrower's ownership interest in each of its Restricted Subsidiaries represents a direct or indirect controlling interest of such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Restricted Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Restricted Subsidiaries, the VCS Subsidiary and the Unrestricted Subsidiaries and the Borrower's direct and indirect ownership thereof are as set forth as of the Agreement Date are as set forth on Schedule 4.1(c) 4 attached hereto, hereto and to the extent such Restricted Subsidiaries are corporations, the Borrower has the unrestricted right to vote the issued and outstanding shares ownership interests of the Restricted Subsidiaries shown thereon and thereon; such shares ownership interests of such Restricted Subsidiaries and the Unrestricted Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower has the corporate or partnership power and has taken all necessary corporate or partnership action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the Borrower is party is a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to applicable the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law and (ii) enforcement may be limited by bankruptcy, insolvency, fraudulent conveyanceliquidation, reorganization, moratorium reconstruction and other similar laws affecting enforcement of creditors' rights and remedies generallygenerally (insofar as any such law relates to the bankruptcy, and subject, as to enforceability, to general principles insolvency or similar event of equity. The Borrower's ownership interest in each of its Restricted Subsidiaries represents a direct or indirect controlling interest of any such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Restricted Subsidiary).

Subsidiaries: Authorization; Enforceability. The Borrower's Restricted -------------------------------------------- Subsidiaries and the Borrower's direct and indirect ownership thereof as of the Agreement Date are as set forth on Schedule 4.1(c) 2 attached hereto, and to the extent ---------- such Restricted Subsidiaries are corporations, the Borrower has has, subject to the provisions of the Security Documents, the unrestricted right to vote the issued and outstanding shares of the each directly owned Restricted Subsidiaries Subsidiary shown thereon and such shares of such Restricted Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower that is a corporation has the corporate power and has taken all necessary corporate action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the Borrower is party is a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity. The Borrower's ownership interest in each of its Restricted Subsidiaries Subsidiary represents a direct or indirect controlling interest of such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Restricted Subsidiary.

Subsidiaries: Authorization; Enforceability. The Borrower's Restricted Subsidiaries of the Borrowers and the Borrower's direct and indirect ownership thereof by the applicable Borrowers as of the Agreement Date are as set forth on Schedule 4.1(c) attached hereto, and and, to the extent such Restricted Subsidiaries are corporations, the Borrower has applicable Borrowers have, subject to the provisions of the Security Documents, the unrestricted right to vote the issued and outstanding shares of the Restricted Subsidiaries each such directly owned Subsidiary shown thereon and such shares of such Restricted Subsidiaries have been duly authorized and issued and are fully paid and nonassessable. Each Restricted Subsidiary of the Borrower Borrowers that is a corporation has the corporate power and has taken all necessary corporate action to authorize it to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated by this Agreement and by such Loan Documents. Each of the Loan Documents to which any Restricted Subsidiary of the any Borrower is party is a legal, valid and binding obligation of such Restricted Subsidiary Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity. The Borrower's ownership interest in each Subsidiary of its Restricted Subsidiaries any Borrower represents a direct or indirect controlling interest by the applicable Borrower of such Restricted Subsidiary for purposes of directing or causing the direction of the management and policies of each Restricted such Subsidiary.