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 Borrower and no Subsidiary of any Borrower (i) has any Subsidiaries, or (ii) 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 Borrowers and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable), and free and clear of all Liens other than with respect to the Stock and Stock Equivalents of each of the Borrowers and Subsidiaries of each of the Borrowers, as applicable, those in favor of Term Agent, for the benefit of the Secured Parties and Permitted Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower 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 Borrower 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 the Borrowers and all of their Subsidiaries as of the Closing Date.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Borrower and no Subsidiary of any Borrower (i) has any Subsidiaries, or (ii) is engaged in any joint venture or partnership with any other Person, Person or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Borrowers and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable), and free and clear of all Liens other than with respect to the Stock and Stock Equivalents of each of the Borrowers and Subsidiaries of each of the Borrowers, as applicable, those in favor of Term Agent, for the benefit of the Secured Parties and Permitted Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower 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 Borrower 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 the Borrowers and all of their Subsidiaries as of the Closing Date.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in on Schedule 3.195.19, as of the Closing Date, no Borrower and no Subsidiary neither Intermediate Holdings, the Company nor any of any Borrower their respective Subsidiaries (ia) has any Subsidiaries, or (iib) 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 Borrowers Company and each of their respective its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable)assessable, and free and clear of all Liens other than than, with respect to the Stock Shares and Stock Share Equivalents of each of the Borrowers Company and Subsidiaries of each of the Borrowers, as applicableits Subsidiaries, those in favor of Term Agent, for the benefit of the Secured Parties Holders, those in favor of the Prepetition Notes Trustee and Permitted Liensthose in favor of the ABL Agent. All such securities were issued in compliance in all material respects with all applicable state state, provincial, territorial and federal laws concerning the issuance of securities. As All of the issued and outstanding Shares of the Company and each of its Subsidiaries are owned, as of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower is owned by each of the Persons and in the amounts set forth in Schedule 3.195.19. Except as set forth in on Schedule 3.195.19, 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 Borrower 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 5.19 is, as of the Closing Date, a true and complete organizational chart of the Borrowers Intermediate Holdings and all of their Subsidiaries as of the Closing Dateits Subsidiaries.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in on Schedule 3.195.19, as of the Closing Date, no Borrower and no Subsidiary neither Intermediate Holdings, the Company nor any of any Borrower its Subsidiaries (ia) has any Subsidiaries, or (iib) 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 Borrowers Company and each of their respective its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable)assessable, and free and clear of all Liens other than than, with respect to the Stock Shares and Stock Share Equivalents of each of the Borrowers Company and Subsidiaries of each of the Borrowers, as applicableits Subsidiaries, those in favor of Term AgentCollateral Trustee, for the benefit of the Secured Parties Holders, those in favor of the Prepetition Notes Trustee and Permitted Liensthose in favor of the ABL Agent. All such securities were issued in compliance in all material respects with all applicable state state, provincial, territorial and federal laws concerning the issuance of securities. As All of the issued and outstanding Shares of the Company and each of its Subsidiaries are owned, as of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower is owned by each of the Persons and in the amounts set forth in Schedule 3.195.19. Except as set forth in on Schedule 3.195.19, 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 Borrower 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 5.19 is, as of the Closing Date, a true and complete organizational chart of the Borrowers Intermediate Holdings and all of their Subsidiaries as of the Closing Dateits Subsidiaries.