Common use of Subsidiaries; Equity Interests Clause in Contracts

Subsidiaries; Equity Interests. As of the Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.13 to the Disclosure Schedule, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in of the Loan Parties Subsidiaries of the Borrower have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsDocuments. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such SubsidiarySubsidiary as of the Effective Date. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) as of the Effective Date in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the Effective Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned as of the Effective Date in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsEncumbrances. The copies of the Organization Documents of each Loan Party and each amendment thereto provided as of the Effective Date pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effecteffect as of the Effective Date.

Subsidiaries; Equity Interests. As of the Effective Date, the The Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.13 to the Disclosure Letter, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances Documents and Permitted Encumbrances having priority over the Lien arising by operation of the Credit Parties under applicable LawsLaw. Except as set forth in Schedule 5.135.13 to the Disclosure Letter, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the The Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.13 to the Disclosure Letter. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 to the Disclosure Letter free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens arising by operation of the Credit Parties under applicable LawsLaw. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Documents and other Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the Effective Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All As of the Effective Date, all of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and and, other than with respect to the Parent, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over or under the Term Loan Documents (which Liens shall be subject to the Intercreditor Agreement). As of the Credit Parties under applicable Laws. The Effective Date, the copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, : (a) the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.12, which Schedule sets forth forth, as of the Effective Date, the legal name, jurisdiction of incorporation or formation and authorized outstanding Equity Interests of each such Restricted Subsidiary. All , (b) all of the outstanding Equity Interests in such Restricted Subsidiaries have been validly issued, are fully paid and non-assessable assessable, and are owned by a Loan Party (or a Restricted Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 5.12 free and clear of all Liens except for those Liens created in favor of the Collateral Agent under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances Loan Documents and Permitted Encumbrances having which do not have priority over the Lien Liens of the Credit Parties under applicable LawsCollateral Agent. Except as set forth in Schedule 5.135.12, as of the Effective Date, there are no outstanding rights to purchase any Equity Interests in any Restricted Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity Person other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws7.02. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such documentdocument as of the Effective Date, each of which is valid and in full force and effecteffect as of the Effective Date.

Subsidiaries; Equity Interests. As of the Effective Date, the The Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth forth, initially as of the Closing Date and thereafter as of the date on which the most recent amended Schedule 5.13 is received by the Administrative Agent in accordance with Section 6.02(b) hereof, the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the The Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties (i) have been validly issued, and (ii) are fully paid and non-assessable and assessable, (iii) in the case of such Equity Interests in the Loan Parties other than the Lead Borrower, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents Documents, and Permitted Encumbrances having priority over (iv) in the Liens case of such Equity Interests in the Lead Borrower, to the knowledge of the Credit Parties Lead Borrower, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those created under applicable Lawsthe Security Documents. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, the The Loan Parties have no Subsidiaries (except for any Inactive Subsidiaries formed or acquired after the Closing Date) other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries (except for any Inactive Subsidiaries formed or acquired after the Closing Date) have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Documents and other Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any SubsidiarySubsidiary (except for any Inactive Subsidiaries formed or acquired after the Closing Date). As Other than as disclosed in Part (a) of the Effective DateSchedule 5.13, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower’s Subsidiaries which are Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and other Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsEncumbrances. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Datemost recent date for which financial statements were required to be delivered pursuant to Section 6.01(a) and 6.01(b), as applicable, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets 122 forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests the percentage interest of each such SubsidiaryLoan Party therein. All of the The outstanding Equity Interests in such Subsidiaries described on Part (a) of Schedule 5.13 as owned by a Loan Party or a Subsidiary of a Loan Party have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (aor a Subsidiary of a Loan Party) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of other than Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances). Except as set forth in Schedule 5.135.13 as of the most recent date for which financial statements were required to be delivered pursuant to Section 6.01(a) and 6.01(b), as applicable, there are no outstanding rights to purchase any Equity Interests in any Restricted Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and with respect to the Loan Parties and their Subsidiaries (other than the Lead Borrower and Excluded Subsidiaries) are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and (other than Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsEncumbrances). The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such documentdocument (subject to amendment as permitted under Section 7.12), each of which is valid and in full force and effect, except as disclosed on any officer’s certificate delivered to the Administrative Agent on the date of Amendment No. 3.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.08, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (aor a Subsidiary of a Loan Party) of Schedule 5.13 and are free and clear of all Liens except for those Liens created under the Security DocumentsDocuments or those in favor of the Revolving Agents and, Liens permitted by clause as of the Closing Date, are in the amounts listed on Part (oa) of Schedule 5.08. On the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except Closing Date, except as set forth in Schedule 5.135.08, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, Parent and the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.135.08. All of the outstanding Equity Interests in Parent and in the Loan Parties have been validly issued, and are fully paid and non-assessable and and, solely in the case of the Loan Parties, are owned free and clear of all Liens except for those created under the Security Documents or in favor of the Revolving Agent, which, as of the Closing Date, are in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws5.08. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 4.01(a), together with any updates, amendments, or other modifications delivered to the Agent under this Agreement from time to time, are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified -62- on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Documents or Liens permitted by under clause (oa) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrance. Except as set forth in part (b) of Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bc) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (cd) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsDocuments. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and as of the Closing Date are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 5.13, free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances Documents and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the Closing Date there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the The Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and and, as of the Closing Date, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsDocuments. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are are, as of the Closing Date, true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, the Loan Parties have The Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.17 (as may be updated from time to time in accordance with the terms of this Agreement), which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party the Borrower in the amounts specified on Part (a) of Schedule 5.13 5.17 (as may be updated from time to time in accordance with the terms of this Agreement) free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have The Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.17 (as may be updated from time to time in accordance with the terms of this Agreement). All of the outstanding Equity Interests in the Loan Parties Borrower have been validly issued, and are fully paid and non-assessable and are owned by MBIA Inc. in the amounts specified on Part (c) of Schedule 5.13 5.17 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens Documents. Part (d) of Schedule 5.17 shows, as of the Credit Parties under applicable LawsClosing Date, the jurisdiction of the Borrower’s incorporation, the address of the Borrower’s principal place of business and the Borrower’s U.S. taxpayer identification number. The copies copy of the Organization Documents charter of each Loan Party the Borrower and each amendment thereto provided pursuant to Section 4.01 are 4.1(b)(ii)(B) is a true and correct copies copy of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Third Restatement Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth forth, in each case as of the Third Restatement Date, the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Third Restatement Date, the Loan Parties have no equity investments in any other corporation or entity other than (i) Investments described in clause (e) of the definition of “Permitted Investments” and (ii) those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties (other than the Parent) have been validly issued, and are fully paid and non-assessable and and, as of the Third Restatement Date, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsEncumbrances. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.08, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (aor a Subsidiary of a Loan Party) of Schedule 5.13 and are free and clear of all Liens except for those Liens created under the Security DocumentsDocuments or those in favor of the Term Loan Agent, Liens permitted by clause and, as of the Closing Date, are in the amounts listed on Part (oa) of Schedule 5.08. On the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except Closing Date, except as set forth in Schedule 5.135.08, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.08. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and and, in the case of the Equity Interests in the Loan Parties, are owned free and clear of all Liens except for those created under the Security Documents and Permitted Encumbrances, and which, with respect to the outstanding Equity Interests of the Loan Parties as of as of the Closing Date, are in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws5.08. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 4.01(a)(iv)4.01(a)(iv), together with any updates, amendments, or other modifications delivered to the Agent under this Agreement from time to time, are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (op) of the definition of “Permitted Encumbrances Encumbrances” and “Permitted Encumbrances Encumbrances” having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Documents the Liens permitted by pursuant to clause (op) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the Closing Date there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens permitted pursuant to clause (p) of the Credit Parties under applicable Lawsdefinition of Permitted Encumbrances. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and and, as of the Effective Date, are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of other than Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the Effective Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (cb) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and other than Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsEncumbrances. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect. Neither Foot Locker Australia, Inc. nor Foot Locker New Zealand, Inc. maintains any assets of the type included in the Borrowing Base (other than any immaterial assets of a de minimus nature) in the United States.

Subsidiaries; Equity Interests. As of the Effective Date, the The Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the The Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsDocuments. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 4(a) are true and correct copies of each such document, each of which is valid and in full force and effect. The Certificate of Beneficial Ownership executed and delivered to the Administrative Agent and the Lenders for each Borrower on or prior to the Restatement Date, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.08, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (aor a Subsidiary of a Loan Party) of Schedule 5.13 and are free and clear of all Liens except for those Liens created under the Security DocumentsDocuments or those in favor of the Term Loan B Agent and holders of Indebtedness under Section 7.01(r), Liens permitted by clause and, as of the Closing Date, are in the amounts listed on Part (oa) of Schedule 5.08. On the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except Closing Date, except as set forth in Schedule 5.135.08, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, Parent and the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.08. All of the outstanding Equity Interests in Parent and in the Loan Parties have been validly issued, and are fully paid and non-assessable and and, in the case of the Equity Interests in the Loan Parties, are owned free and clear of all Liens except for those created under the Security Documents or in favor of the Term Loan B Agent and holders of Indebtedness under Section 7.01(r), and which, with respect to the outstanding Equity Interests of the Loan Parties and, other than with respect to any options or other rights for the purchase or acquire, the Parent, in each case as of as of the Closing Date, are in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws5.08. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 4.01(a)(iv), together with any updates, amendments, or other modifications delivered to the Agent under this Agreement from time to time, are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Documents and other Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the Closing Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All As of the Closing Date, all of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens Documents. As of the Credit Parties under applicable Laws. The Closing Date, the copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Restatement Effective Date, neither the Borrower nor any other Loan Parties have no Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13‎5.11, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All all of the outstanding Equity Interests in such the Borrower and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (other than equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and nonassessable) and all Equity Interests owned by any Loan Party are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for (i) those Liens created under the Security Documents, Liens Collateral Documents and (ii) any nonconsensual Lien that is permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary‎Section 7.01. As of the Restatement Effective Date, Schedule ‎5.11 (a) sets forth the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part name and jurisdiction of organization of each Subsidiary, (b) of Schedule 5.13. All sets forth the ownership interest of the outstanding Equity Interests Borrower and any of their Subsidiaries in each of their Subsidiaries, including the Loan Parties have been validly issued, percentage of such ownership and are fully paid and non-assessable and are owned in the amounts specified on Part (c) identifies each Person the Equity Interests of Schedule 5.13 free and clear of all Liens except for those Liens created under which are required to be pledged on the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided Restatement Effective Date pursuant to Section 4.01 are true the Collateral and correct copies of each such document, each of which is valid and in full force and effectGuarantee Requirement.

Subsidiaries; Equity Interests. As of the [Closing]Fourth Amendment Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the [Closing]Fourth Amendment Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsDocuments. The copies of the Organization Documents of each Loan Party and each amendment thereto [provided pursuant to Section 4.01 ][0]delivered to the Agent and the FILO Agent on the Fourth Amendment Effective Date are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Third Restatement Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (op) of the definition of “Permitted Encumbrances Encumbrances” and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Third Restatement Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Fourth Amendment Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All As of the Fourth Amendment Effective Date, all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable) and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the Fourth Amendment Effective Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Fourth Amendment Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All As of the Fourth Amendment Effective Date all of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable (to the extent such concepts are applicable) and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and other than Permitted Encumbrances having priority over the Liens arising by operation of Law. As of the Credit Parties under applicable Laws. The Fourth Amendment Effective Date, the copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created or permitted under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the The Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All of the outstanding Equity Interests in the Subsidiaries of the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created or permitted under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsDocuments. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth forth, in each case as of the Effective Date, the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than (i) Investments described in clause (e) of the definition of “Permitted Investments” and (ii) those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties (other than the Parent) have been validly issued, and are fully paid and non-assessable and and, as of the Effective Date, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsEncumbrances. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the ClosingFourth Amendment Effective DateDate (after giving effect to the 2019 Transactions), the no Loan Parties have no Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.12, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Subsidiaries (other than Immaterial Subsidiaries) have been validly issued, issued and are fully paid and non-assessable and are all Equity Interests owned by a Loan Party in the amounts specified on Part such Subsidiaries (aother than Immaterial Subsidiaries) of Schedule 5.13 are owned free and clear of all Liens except for (i) those Liens created under the Security Documents, Liens Collateral Documents and (ii) any Lien that is permitted by clause (o) under Section 7.01. As of the definition ClosingFourth Amendment Effective Date, Schedules I and IV to the Perfection Certificate (a) set forth the name and jurisdiction of Permitted Encumbrances each Domestic Subsidiary that is a Loan Party and Permitted Encumbrances having priority over (b) set forth the Lien ownership interest of the Credit Parties under applicable LawsBorrower and any other Guarantor in each wholly owned Subsidiary, including the percentage of such ownership. Except as set forth in Schedule 5.13, As of the ClosingFourth Amendment Effective Date (after giving effect to the 2019 Transactions) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to purchase employees or directors, directors’ qualifying shares and springing membership interests held by independent managers) of any nature relating to any Equity Interests in Interest of Borrower or any Subsidiary. As of the Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the First Amendment Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (op) of the definition of “Permitted Encumbrances Encumbrances” and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the First Amendment Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 on the Third Restatement Date are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, as of the Closing Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties (other than the Lead Borrower) have been validly issued, and are fully paid and non-assessable and are owned free and clear of all Liens except for those created under the Security Documents, and are, as of the Closing Date, owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws5.13. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Fourth Restatement Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth forth, in each case as of the Fourth Restatement Date, the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Fourth Restatement Date, the Loan Parties have no equity investments in any other corporation or entity other than (i) Investments described in clause (e) of the definition of “Permitted Investments” and (ii) those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties (other than the Parent) have been validly issued, and are fully paid and non-assessable and and, as of the Fourth Restatement Date, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsEncumbrances. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable) and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) . As of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except Closing Date, except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable (to the extent such concepts are applicable) and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens Documents. As of the Credit Parties under applicable Laws. The Closing Date, the copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the First Amendment Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (op) of the definition of “Permitted Encumbrances Encumbrances” and “Permitted Encumbrances Encumbrances” having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the First Amendment Effective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 on the Third A&R Effective Date are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the ClosingAmendment No. 2 Effective Date, neither the Parent Borrower nor any other Loan Parties have no Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.11, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All all of the outstanding Equity Interests in such the Borrowers and the Subsidiaries of the Parent Borrower have been validly issued, are fully paid and non-assessable and and, in the case of Equity Interests representing corporate interests, nonassessable and, on the ClosingAmendment No. 2 Effective Date, all Equity Interests owned directly or indirectly by the Parent Borrower or any other Loan Party are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for (i) those Liens created under the Security Collateral Documents, and (7) those Liens permitted by clause (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any SubsidiarySection 7.02. As of the ClosingAmendment No. 2 Effective Date, Schedule 5.11 i) sets forth the Loan Parties have no equity investments in any other corporation name and jurisdiction of organization or entity other than those specifically disclosed in Part (bincorporation of each Subsidiary, ii) of Schedule 5.13. All sets forth the ownership interest of the outstanding Parent, the Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and iii) identifies each Person the Equity Interests in of which are required to be pledged on the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable LawsClosingAmendment No. The copies of the Organization Documents of each Loan Party and each amendment thereto provided 2 Effective Date pursuant to the Collateral and Guarantee Requirement. Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect5.12.

Subsidiaries; Equity Interests. As of the Effective ClosingEffective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Liens permitted by clause (o) of the definition of Documents and other Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrances. Except as set forth in Schedule 5.13, as of the ClosingEffective Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective ClosingEffective Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All As of the ClosingEffective Date, all of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and and, other than with respect to the Parent, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens Documents. As of the Credit Parties under applicable Laws. The ClosingEffective Date, the copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.08, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (aor a Subsidiary of a Loan Party) of Schedule 5.13 and are free and clear of all Liens except for those Liens created under the Security DocumentsDocuments or those in favor of the Term Loan Agent, Liens permitted by clause and, as of the Closing Date, are in the amounts listed on Part (oa) of Schedule 5.08. On the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable Laws. Except Closing Date, except as set forth in Schedule 5.135.08, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.08. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and and, in the case of the Equity Interests in the Loan Parties, are owned free and clear of all Liens except for those created under the Security Documents and Permitted Encumbrances, and which, with respect to the outstanding Equity Interests of the Loan Parties as of as of the Closing Date, are in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens of the Credit Parties under applicable Laws5.08. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 4.01(a)(iv), together with any updates, amendments, or other modifications delivered to the Agent under this Agreement from time to time, are true and correct copies of each such document, each of which is valid and in full force and effect.

Subsidiaries; Equity Interests. As of the Effective Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-non- assessable and and, as of the Closing Date, are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents, Documents and Liens permitted by clause under clauses (a), (b), (e) and (o) of the definition of Permitted Encumbrances and Permitted Encumbrances having priority over the Lien of the Credit Parties under applicable LawsEncumbrance. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. As of the Effective Date, the The Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All of the outstanding Equity Interests in the Subsidiaries that are Loan Parties or whose Equity Interests constitute Collateral have been validly issued, and are fully paid and non-assessable and and, as of the Closing Date, are owned in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for those Liens created under the Security Documents and Permitted Encumbrances having priority over the Liens permitted under clauses (a), (b), (e) and (o) of the Credit Parties under applicable Lawsdefinition of Permitted Encumbrance. The As of the Closing Date, the copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.94