Common use of Ventures, Subsidiaries and Affiliates; Outstanding Stock Clause in Contracts

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, Subsidiaries or is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second LienCollateral Trustee. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), the Borrower) and each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, as of the Closing Date, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings the Borrower and all of its SubsidiariesSubsidiaries as of the Closing Date, which the Credit Parties shall update upon notice to Agents Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Administrative Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.193.19 (as supplemented from time to time), there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 (as supplemented from time to time) is a true and complete organizational chart of Holdings and all of its SubsidiariesSubsidiaries as of the Closing Date, which the Credit Parties shall update upon as necessary to reflect any changes thereto by notice to Agents Administrative Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, Subsidiaries or is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All As of the Closing Date, all of the issued and outstanding Stock of Parent, each Credit Party (other than Holdings), and each Subsidiary of each Credit Party and, as of the Closing Date, Holdings and Parent is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, as of the Closing Date, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings Parent and all of its SubsidiariesSubsidiaries as of the Closing Date, which the Credit Parties shall update upon notice to Agents Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), Borrower) and each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings Borrower and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized authorized, validly issued and validly issued, fully paid, . All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties (other than Talbots (Canada) Corporation) and each of their respective Subsidiaries are non-assessable, . All issued and outstanding Stock and Stock Equivalents of each Subsidiary of the Company are free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers (other than the Company) and Subsidiaries of the BorrowerBorrowers, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lienthose permitted pursuant to subsections 5.1(o) and 5.1(p). All such securities were issued in compliance with all applicable state, federal and provincial and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), the Company) and each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.193.19 (which Schedule 3.19 shall be updated concurrently by the Credit Parties with the delivery of each Borrowing Base Certificate pursuant to Section 4.2(d) to reflect any transactions expressly permitted pursuant to this Agreement). Except as set forth in Schedule 3.193.19 or as permitted by Section 5.2(e), and other than with respect to the Company, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings the Borrowers and all of its Subsidiaries, which their Subsidiaries on the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any SubsidiaryClosing Date.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers each Borrower and Subsidiaries each of the Borrowerits Subsidiaries, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and Agent promptly following the incorporation, organization or formation of any SubsidiarySubsidiary and promptly following the completion of any Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and Agent promptly following the incorporation, organization or formation of any SubsidiarySubsidiary and promptly following the completion of any Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Parent and Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings Parent and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization organization, or formation of any Subsidiary.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.194.18, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, Parties and the Subordinated Second LienPermitted Liens. All such securities were issued in compliance with with, or under valid exemption from, all applicable state, provincial state and federal laws concerning the issuance of securities. All As of the Closing Date, all of the issued and outstanding Stock of each Credit Party (other than Holdings), the Borrower) and each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.194.18. Except as set forth in Schedule 3.194.18, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 4.18 is a true and complete organizational chart of Holdings the Borrower and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents Agent promptly following the completion of any Permitted Acquisition or other Investment and promptly following the incorporation, organization or formation of any Subsidiary.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All As of the Closing Date, all of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except As of the Closing Date, except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings and all of its SubsidiariesSubsidiaries as of the Closing Date, which the Credit Parties shall update upon notice to Agents promptly following the completion request of any Permitted Acquisition and promptly following the incorporation, organization or formation of any SubsidiaryAgent.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Restatement Effective Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized authorized, validly issued and validly issued, fully paid, . All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties (other than Talbots (Canada) Corporation) and each of their respective Subsidiaries (other than Talbots (Canada) Corporation) are non-assessable, . All issued and outstanding Stock and Stock Equivalents of each Subsidiary of the Company are free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers (other than the Company) and Subsidiaries of the BorrowerBorrowers, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lienthose permitted pursuant to Sections 5.1(o) and 5.1(p). All such securities were issued in compliance with all applicable state, provincial and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), the Company) and each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.193.19 (which Schedule 3.19 shall be updated concurrently by the Credit Parties with the delivery of each Borrowing Base Certificate pursuant to Section 4.2(d) to reflect any transactions expressly permitted pursuant to this Agreement). Except as set forth in Schedule 3.193.19 or as permitted by Section 5.2(e), and other than with respect to the Company, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings the Borrowers and all of its Subsidiaries, which their Subsidiaries on the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any SubsidiaryRestatement Effective Date.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in on Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock Shares and Stock Share Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock Shares and Stock Share Equivalents of the Borrowers and Subsidiaries of the BorrowerBorrowers, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lienthose in favor of Notes Collateral Trustee. All such securities were issued in compliance with all applicable state, provincial provincial, territorial and federal laws concerning the issuance of securities. All of the issued and outstanding Stock Shares of each Credit Party (other than HoldingsRA Intermediate), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings RA Intermediate is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in on Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock Shares or Stock Share Equivalents or any Stock Shares or Stock Share Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings RA Intermediate and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and Agent promptly following the incorporation, organization or formation of any SubsidiarySubsidiary and promptly following the completion of any Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial state and federal laws concerning the issuance of securities. All As of the Closing Date, all of the issued and outstanding Stock of each Credit Party (other than Holdings), the Borrower) and each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its SubsidiariesSubsidiaries other than in connection with a sale of such Subsidiary permitted hereunder. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings the Borrower and all of its Subsidiaries, which Subsidiaries as of the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any SubsidiaryClosing Date.