Common use of Organization and Ownership of Shares of Subsidiaries Clause in Contracts

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists lists, as of the date hereof, of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date(i) Subsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) Affiliates, other than Subsidiaries, and (iii) directors and senior officers. (ba) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries, and all such stock or equity interests of Subsidiaries acquired thereafter, have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)Lien. (cb) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (dc) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 Agreement and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationorganization or formation, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and lease, to transact the business it transacts and proposes to transact, and to execute and deliver the Financing Documents to which it is a party, and to perform the provisions hereof and thereof. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company any Obligor or any of its such Obligor’s Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 (and as such Schedule 5.4 may be updated by the Company pursuant to a Request for Purchase delivered pursuant to Section 2.1(c)) contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and executive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 (and as such Schedule 5.4 may be updated by the Company pursuant to a Request for Purchase delivered pursuant to Section 2.1(c)) as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the CompanyParent Guarantor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Parent Guarantor and each other Subsidiary, (ii) the Investment Affiliates of the Consolidated Group, other than Subsidiaries, including the correct legal name of such Investment Affiliate, the type of legal entity which each such Investment Affiliate is and the type and amount of all equity interests in such Investment Affiliate held directly or indirectly by members of the Consolidated Group and (iii) the Parent Guarantor’s and Company’s directors and senior officers. The Company shall be permitted to make additions and deletions to Schedule 5.4 for purposes of this representation in respect of the Closing after the execution of this Agreement, but prior to the Closing, so long as (A) the Company shall have provided an updated copy of Schedule 5.4 to the Purchasers not less than five (5) Business Days prior to the date of the Closing, (B) any such additions or deletions are in all respects reasonably satisfactory to the Purchasers as a condition to the Closing and (C) such updated Schedule 5.4 does not affect the representations given as of the execution date of this Agreement. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries Parent Guarantor or another member of the Consolidated Group, as applicable, have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company Parent Guarantor or another Subsidiary member of the Consolidated Group free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure or non-compliance of the same could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and 5.4, customary limitations imposed by corporate law or similar statutesstatutes or any Non-Recourse Indebtedness) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.. Terreno Realty LLC Agreement Note Purchase

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted thereintherein or as such Schedule 5.4 may be updated by the Company pursuant to a Request for Purchase delivered pursuant to Section 2.2(d)) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers. (ba) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (cb) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (dc) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, regulatory or contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 1 attached hereto contains (except as noted therein) a complete and correct lists list of the CompanyParent’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, showing as to each Subsidiary, the correct name thereof, thereof and the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding and whether such Subsidiary is a Subsidiary Guarantor. Each Subsidiary listed on Schedule 1 is directly or indirectly wholly owned by the Company Parent (except as noted in such Schedule). The Parent has good and marketable title to all of the Equity Interests it purports to own of each such Subsidiary, and each other Subsidiary of the Parent has good and marketable title to all of the equity interests it purports to own of such Subsidiary, free and clear in each case of any Lien. All such Equity Interests are been duly issued and are fully paid and non-assessable. (b) All Each of the outstanding shares of Capital Stock of Subsidiary Guarantors and each Material Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (ci) Each Subsidiary is a corporation corporation, partnership, limited liability company or other legal similar business entity duly organized, validly existing and in good standing or in current status under the laws of its respective jurisdiction of organization, (ii) has all requisite corporate (or equivalent organizational) power to own its property and is duly qualified conduct its business as a foreign corporation or other legal entity now conducted and as presently contemplated, and (iii) is in good standing as a foreign corporation, partnership, limited liability company or similar business entity and is duly authorized to do business in each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification is required by lawnecessary, other than those jurisdictions as to which the except where a failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to so qualified would not have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (dc) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 2016 NPA, the Bank Credit Agreement and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Parent or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 Exhibit 21.1 to the Registration Statement contains (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSignificant Subsidiaries, showing, as to each such Subsidiary, the correct name thereof. The Company owns, directly or indirectly, 100% of the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and of each other such Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Exhibit 21.1 to the Registration Statement as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4would not reasonably be expected to have a Material Adverse Effect). (c) Each Subsidiary identified in Exhibit 21.1 to the Registration Statement is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the CompanyParent’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Parent and each other Subsidiary, including the Company, (ii) the Parent’s Affiliates, other than Subsidiaries, and (iii) the Parent’s and the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company Parent and its Subsidiaries Subsidiaries, including the Company, have been validly issued, are fully paid and nonassessable and are owned by the Company Parent or another Subsidiary Subsidiary, including the Company, free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate corporate, partnership or limited liability company law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists accurate list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, thereof and the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding and whether such Subsidiary is a Subsidiary Guarantor. Each Subsidiary listed on Schedule 5.4 is directly or indirectly wholly owned by the Company (except as noted in such Schedule). The Company has good and marketable title to all of the Equity Interests it purports to own of each such Subsidiary, and each other Subsidiary of the Company has good and marketable title to all of the Equity Interests it purports to own of such Subsidiary, free and clear in each case of any Lien. All such Equity Interests have been duly issued and are fully paid and non-assessable. (b) All Each of the outstanding shares of Capital Stock of Subsidiary Guarantors and each Material Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (ci) Each Subsidiary is a corporation corporation, partnership, limited liability company or other legal similar business entity duly organized, validly existing and in good standing or in current status under the laws of its respective jurisdiction of organization, (ii) has all requisite corporate (or equivalent organizational) power to own its property and is duly qualified conduct its business as a foreign corporation or other legal entity now conducted and as presently contemplated, and (iii) is in good standing as a foreign corporation, partnership, limited liability company or similar business entity and is duly authorized to do business in each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification is required by lawnecessary, other than those jurisdictions as to which the except where a failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to so qualified would not have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (dc) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 2008 NPA, the Bank Credit Agreement and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (ba) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (cb) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (dc) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)Lien. (c) Each Subsidiary identified in Schedule 5.4 is a corporation corporation, limited liability company or other legal entity entity, as the case may be, duly organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits incorporation, organization or formation, as the case may be, has the corporate or other power and authority to own, lease and operate its properties and to conduct its business, and is duly qualified as a foreign corporation corporation, limited liability company or other legal entity entity, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction or any agreement (other than this Agreement, the agreements restrictions listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the CompanyParent Guarantor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Parent Guarantor and each other Subsidiary, (ii) the Investment Affiliates of the Consolidated Group, including the correct legal name of such Investment Affiliate, the type of legal entity which each such Investment Affiliate is and the type and amount of all equity interests in such Investment Affiliate held directly or indirectly by members of the Consolidated Group and (iii) the Parent Guarantor’s and Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries Parent Guarantor or another member of the Consolidated Group, as applicable, have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company Parent Guarantor or another Subsidiary member of the Consolidated Group free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).that is prohibited by this Agreement. Terreno Realty LLC Note Purchase Agreement (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure or non-compliance of the same could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and 5.4, customary limitations imposed by corporate law or similar statutesstatutes or any Non-Recourse Indebtedness) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted thereintherein and except for inaccuracies that are not material) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Datedate of the Closing, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Guarantor. As of the date hereof, the Company neither directly nor indirectly holds any Equity Interests in any Person other than as set forth on Schedule 5.4 or as would not be material to the interests of the holders of the Notes. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of such Obligor and each Subsidiary that is shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable issued and are owned by the Company or another Subsidiary as of the date of the Closing free and clear of any Lien (other than Permitted Liens, except as otherwise disclosed in Schedule 5.4)would not be material to the interests of the holders of the Notes. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary of the Company is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreementany restrictions included in the Tax Equity Documents, the Project Financing Documents or the agreements listed on Schedule 5.4 and or customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary except, with respect to any Non-Obligor Subsidiary, except for such restrictions that do as would not impair be reasonably be expected to be Material. (d) All of the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder outstanding shares of capital stock or similar Equity Interests of the Company have been validly issued and under the Notesare owned by Holdings free and clear of any Lien other than Permitted Liens.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list (i) of the CompanyParent’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, whether it is a Significant Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Parent and each other SubsidiarySubsidiary and (ii) of the Company’s and the Parent’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company Parent and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Company, the Parent or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could is not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 5.4, regulatory requirements imposing a minimum required level of net worth and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Parent, or the Company or any of its Subsidiaries the other Subsidiaries, that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for any such restrictions that do are not impair likely to have a material adverse effect on the Company’s ability of the Company to perform its obligations under this Agreement, including, without limitation, Agreement and the Notes or the ability of the Parent to perform its obligation to make payments hereunder and obligations under the NotesSupport Agreement.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 5.5 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Dateeach Obligor, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Company such Obligor and each other Subsidiary, in each case as of the Execution Date. (b) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.5 as being owned by the Company Obligors and its their Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are the Capital Stock or equity interests owned by the Company Obligors or another such Subsidiary are free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to. Oaktree Capital Management, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this L.P. Note and Guaranty Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists as of the date hereof of: (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, and (ii) the Company’s directors and Responsible Officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed as set forth on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, its status (whether a Restricted or Unrestricted Subsidiary), the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Restricted Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Restricted Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any Material agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Restricted Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the ___Supplement contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, and showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 to the ___Supplement as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.45.4 to the ___Supplement). (c) Each Subsidiary identified in Schedule 5.4 to the ___Supplement is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this AgreementSupplement, the agreements listed on Schedule 5.4 to the ___ Supplement and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule SCHEDULE 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in SCHEDULE 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule SCHEDULE 5.4). (c) Each Subsidiary identified in SCHEDULE 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule SCHEDULE 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Company and each other Subsidiary, and (ii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date(i) Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) Affiliates, other than Subsidiaries, and (iii) directors, senior officers and Authorized Officers. (b) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary (directly or indirectly) and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary (directly or indirectly) free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation limited company or other legal entity duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Material Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on in Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Material Subsidiary to pay dividends out of profits or to make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Dateactive Subsidiaries, showing, as to each active Subsidiary, (i) the correct name thereof, (ii) the jurisdiction of its organization andorganization, with respect to each Material Subsidiary(iii) its authorized equity securities, (iv) the record owners of such equity securities and (v) the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each active Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)Lien. (c) Each active Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease and use the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements and other limitations listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary. (e) Except as disclosed in the Company SEC Reports or on Schedule 5.4, except for such restrictions that do the Company does not impair the Company’s ability to perform directly or indirectly own any equity or similar interest (with a carrying value on its obligations under this Agreementbooks in excess of $25,000,000) in, includingany corporation, without limitationpartnership, its obligation to make payments hereunder and under the Noteslimited liability company, joint venture or other business association or entity.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists lists, as of such Closing, of (i) the General Partner’s and the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the General Partner or the Company and each other SubsidiarySubsidiary (other than any Financing Subsidiary or tax blocker or investment held by such Financing Subsidiary or tax blocker) and whether such Subsidiary is a Subsidiary Guarantor and (ii) the General Partner’s and the Company’s directors and executive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the General Partner or the Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and nonassessable non-assessable and are owned by the General Partner or the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4other than Permitted Liens or Liens that are not prohibited by this Agreement). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary (other than a Financing Subsidiary) is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, Agreement and the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction or any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary of the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable (to the extent applicable) and are owned by the Company or another Subsidiary free and clear of any Lien (except as permitted under this Agreement and otherwise disclosed in Schedule 5.4). (c) Each Active Restricted Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Active Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Active Restricted Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Active Restricted Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Active Restricted Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) is a complete and correct lists list of the Company’s 's Restricted Subsidiaries and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, including Mountaineer Gas Services, Inc. ("MGS") and MAPCOM Systems, Inc. ("MAPCOM"), showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interest outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable no assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)Lien. (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, would not individually or in the aggregate, reasonably reasonable be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority and franchisees and governmental consents and approvals to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction agreement (other than this Agreement, Agreement and the agreements listed on Schedule 5.4 Other Agreements and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interest of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each whether it is a Material Subsidiary, Subsidiary and the percentage of shares of each class of its Capital Stock share capital or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock share capital or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is and, where legally applicable, in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary so identified as a Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transacttransact and to execute, deliver and perform its obligations under its Subsidiary Guarantee. No Subsidiary is a guarantor under the Existing Bank Credit Facility other than Subsidiaries identified as Subsidiary Guarantors in Schedule 5.4. (d) No Material Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Material Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary. Notwithstanding the foregoing, except for such certain Subsidiaries are subject to restrictions that do not impair the Company’s ability on transfer of certain reserves pursuant to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notesa court-approved capital restructuring plan.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor or an Unrestricted Subsidiary as of the date of Closing. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary listed in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, regulatory or contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this . ITT Holdings LLC Note Purchase Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material SubsidiaryMxxxx Industries, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.Inc. Note Purchase Agreement (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non‑assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair . (e) Each Subsidiary which is a guarantor of the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the NotesMaterial Credit Facility is a Subsidiary Guarantor hereunder.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Subsidiaries of the Parent Guarantor and the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor, the Company and each other Subsidiaryof their respective Subsidiaries and whether such Subsidiary is a Subsidiary Guarantor and (ii) the Parent Guarantor’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor or the Company and its their respective Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company Parent Guarantor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the ______ Supplement contains (except as noted therein) a complete and correct lists of the Company’s 's Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether or not such Subsidiary is a Restricted Subsidiary, an Inactive Subsidiary and/or a Regulated Entity. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Restricted Subsidiary and New Jersey Natural Gas shown in Schedule 5.4 to the _____ Supplement as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.45.4 to the _____ Supplement). (c) Each Restricted Subsidiary is identified in Schedule 5.4 to the _____ Supplement and New Jersey Natural Gas is, on the date of the ______ Supplement, a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has and New Jersey Natural Gas has, on the date of the _____ Supplement, the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and lease, to transact the business it transacts and proposes to transact. (d) No transact and, in the case of each Restricted Subsidiary that is a party toGuarantor, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, to execute and deliver the agreements listed on Schedule 5.4 Guaranty Agreement and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notesprovisions thereof.

Organization and Ownership of Shares of Subsidiaries. Affiliates;. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Companyeach Obligor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company such Obligor and each other Subsidiary, (ii) of each Obligor’s Affiliates, other than Subsidiaries, and (iii) of each Obligor’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company an Obligor and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company such Obligor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties Properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.. UNS Electric, Inc. Note Purchase Agreement (d) No Subsidiary of the Company is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted 's Subsidiaries as of the Execution Datedate hereof, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether or not such Subsidiary is a Restricted Subsidiary, an Inactive Subsidiary and/or a Regulated Entity. (b) All As of the date of this Agreement, all of the outstanding shares of Capital Stock capital stock or similar equity interests of each Restricted Subsidiary and New Jersey Natural Gas shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Restricted Subsidiary is identified in Schedule 5.4 and New Jersey Natural Gas is, on the date hereof, a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has and New Jersey Natural Gas has, on the date hereof, the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and lease, to transact the business it transacts and proposes to transact. (d) No transact and, in the case of each Restricted Subsidiary that is a party toGuarantor, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, to execute and deliver the agreements listed on Schedule 5.4 Guaranty Agreement and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notesprovisions thereof.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the CompanyParent Guarantor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Parent Guarantor and each other Subsidiary, and all other Investments of the Parent Guarantor and its Subsidiaries. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Parent Guarantor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual Material legal restriction or other restriction any agreement (other than this Agreement, the restrictions or agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Obligors or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates (a) As of the Closing Date, Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Companyeach Obligor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company each Obligor and each other SubsidiarySubsidiary and whether such Subsidiary will on the date of the Closing be a Subsidiary Guarantor, (ii) of each Obligor’s Affiliates, other than Subsidiaries, and (iii) of each Obligor’s directors and senior officers. (b) All of the outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company each Obligor and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company each Obligor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than the Obligors) identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation corporation, where applicable, or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transacttransact except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No As of the Closing Date, no Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this the Financing Agreements, the LC Agreement, the Existing Financing Agreements, the Notes Financing Agreements, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate applicable law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company any Obligor or any of its Subsidiaries that owns outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of such Subsidiary. (e) A group structure chart included in Schedule 5.4 shows all members of the Group (and all Joint Ventures and minority interests held by any member of the Group) as of the Closing Date. (f) 100% of the issued share capital of each Obligor is directly or indirectly wholly owned by the Company and, except in respect of the Irish Obligor, the Company and each other Obligor are members of the same group of companies consisting of a holding company and its subsidiaries (within the meaning of section 155 of the Companies Xxx 0000 of Ireland) for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreementpurposes of Section 35 of the Companies Act, including, without limitation, its obligation to make payments hereunder and 1990 of Ireland. (g) In the case of each borrower or guarantor under the Notes.South African Facility, the group structure chart in Schedule 5.4 shows the shareholders of and their percentage shareholdings in each obligor under the South African Facility and the shareholders of or partners in such entities as of the Closing Date. UTi Worldwide Inc. Letter of Credit Agreement

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 5.4(a) contains (except as noted therein) complete and correct lists as of the date of the Closing of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor and (ii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4(a) as being owned by the Company and its Subsidiaries have been validly issuedissued and, to the extent applicable, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which except where the failure to be do so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 5.4(d) and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary (other than any tax blocker or investment held by such tax blocker), and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except Permitted Liens, Liens created pursuant to the Security Documents or as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the First Supplement, the Senior Secured Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties Properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary. (e) The Company has no Subsidiaries (excluding Wholly-Owned Subsidiaries which have executed a Guaranty) which individually or in the aggregate own more than 10% in value of the consolidated assets of the Company and its Subsidiaries, except for such restrictions that do not impair as determined in accordance with Generally Accepted Accounting Principles. Each of the Company’s ability to perform its obligations Subsidiaries is a “qualified REIT subsidiary” under this Agreement, including, without limitation, its obligation to make payments hereunder and under Section 856 of the NotesCode. Section 5.5.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains 2.4 is (except as noted therein) a complete and correct lists list of (a) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateGuarantors' Subsidiaries, showing, as to each directly owned Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Guarantor and each other Subsidiary, (b) the Guarantor's Affiliates, other than Subsidiaries and (c) the names of the Guarantor's directors and officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 2.4 as being owned by the Company Guarantor and its Subsidiaries have been validly issued, are fully paid and nonassessable, except in cases in which the failure to be validly issued, fully paid and nonassessable would not be expected to have a Material Adverse Effect, and are owned by the Company Guarantor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.42.14). (c) Each Except as would not reasonably be expected to have a Material Adverse Effect, each Subsidiary identified in Schedule 2.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions . Except as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each , each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transacttransacts. (d) No Except for limitations set forth in the Bank Credit Agreement and for limitations imposed on Foreign Subsidiaries by bank credit agreements pursuant to which borrowings of up to 10 million euros may from time to time be outstanding, or as limited by applicable law, no Subsidiary is a party to, to any agreement or otherwise subject to, any legal, regulatory, contractual or other legal restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting which limits its ability to make Restricted Payments pay profit distributions to the Company Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the CompanyParent Guarantor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Parent Guarantor and each other Subsidiary., (ii) the Investment Affiliates of the Consolidated Group, other than Subsidiaries, including the correct legal name of such Investment Affiliate, the type of legal entity which each such Investment Affiliate is and the type and amount of all equity interests in such Investment Affiliate held directly or indirectly by members of the Consolidated Group and (iii) the Parent Guarantor’s and Company’s directors and senior officers. Terreno Realty LLC Note Purchase Agreement (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries Parent Guarantor or another member of the Consolidated Group, as applicable, have been validly issued, are fully paid and nonassessable and are owned by the Company Parent Guarantor or another Subsidiary member of the Consolidated Group free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure or non-compliance of the same could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and 5.4, customary limitations imposed by corporate law or similar statutesstatutes or any Non-Recourse Indebtedness) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary (other than any tax blocker or investment held by such tax blocker), and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except Permitted Liens, Liens created pursuant to the Security Documents or as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Second Supplement, the Senior Secured Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 5.5 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Dateeach Obligor, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Company such Obligor and each other Subsidiary, in each case as of the Execution Date. (b) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.5 as being owned by the Company Obligors and its their Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are the Capital Stock or equity interests owned by the Company Obligors or another such Subsidiary are free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under Oaktree Capital Management, L.P. Note and Guaranty Agreement lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates; Corporate Structure. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted 's Subsidiaries as (which for purposes of the Execution Dateeach clause of this Section 5.4 only, excludes Inactive Subsidiaries), showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary will be a Subject Entity, a Subsidiary Guarantor, a Material Subsidiary 6 and/or an Inactive Subsidiary as of the date of Closing, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other analogous power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair . (e) The chart attached hereto in Schedule 5.4 accurately sets out the Company’s ability to perform corporate structure of the Company and all of its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder Subsidiaries (other than Inactive Subsidiaries) and under the Notesevidences (i) intercorporate share ownership and (ii) ownership of all material mining projects.

Organization and Ownership of Shares of Subsidiaries. Affiliates (a) As of the Closing Date, Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Companyeach Obligor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company each Obligor and each other SubsidiarySubsidiary and whether such Subsidiary will on the date of the Closing be a Subsidiary Guarantor, (ii) of each Obligor’s Affiliates, other than Subsidiaries, and (iii) of each Obligor’s directors and senior officers. (b) All of the outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company each Obligor and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company each Obligor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than the Obligors) identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation corporation, where applicable, or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. transact except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. UTi Worldwide Inc. Nedbank Letter of Credit Agreement (d) No As of the Closing Date, no Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this the Financing Agreements, the LC Agreement, the Existing Financing Agreements, the Notes Financing Agreements, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate applicable law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company any Obligor or any of its Subsidiaries that owns outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains 3.05 is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Borrower's Subsidiaries as of the Execution DateSeptember 11, 2003 showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock outstanding Equity Interests owned by the Company Borrower and each other Subsidiary., and specifying whether such Subsidiary is a Material Subsidiary. Schedule 3.05A correctly sets forth the authorized, issued, and outstanding Equity Interest of each Material Subsidiary and LGL Australia (US) Inc. All of the outstanding Equity Interests of each Material Subsidiary and LGL Australia (US) Inc. have been validly issued, are fully paid, and are nonassessable. There are no outstanding subscriptions, options, warrants, calls, or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, any Equity Interest of any Material Subsidiary or LGL Australia (US) Inc.. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 3.05 as being owned by the Company Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Borrower or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.45.13). (c) Each Subsidiary identified in Schedule 3.05 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list of the each Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the each Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the any Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the such Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesapplicable law) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the any Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists Each of the CompanyGuarantor’s Restricted and Unrestricted Subsidiaries “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X that is organized as a corporation, limited or general partnership or limited liability company is listed on Schedule 6.5 hereto. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT Each such significant subsidiary of the Execution DateGuarantor (i) has been duly organized and is validly existing as a corporation, showinglimited or general partnership or limited liability company, as to each Subsidiarythe case may be, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings and (iii) is duly qualified as a foreign corporation corporation, limited or other legal entity general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required required, whether by lawreason of the ownership or leasing of property or the conduct of business, other than those jurisdictions as to which except, in each case in this sentence, where the failure so to qualify or to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Each such Subsidiary has Except as otherwise disclosed in the corporate or other power SEC Filings, all of the issued and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Guarantor, directly or through subsidiaries, free and clear of any Lien that is prohibited by the Note Documents; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiarysubsidiary or any other person. Schedule 6.5 accurately sets forth whether each such significant subsidiary of the Guarantor is a corporation, except for limited or general partnership or limited liability company and the jurisdiction of organization of each such restrictions that subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The only subsidiaries of the Guarantor are (A) the Issuer, (B) the subsidiaries of the Guarantor listed on Exhibit 21 to the Guarantor’s most recent Annual Report on Form 10-K and (C) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not impair the Company’s ability to perform its obligations under this Agreementconstitute a significant subsidiary, including, without limitation, its obligation to make payments hereunder and under the Notes.as defined in Rule 1-02 of Regulation S-X.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s 's Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s 's ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary will on the date of the Closing be a Subsidiary Guarantor. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a limited liability company, corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company, corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the limited liability company, corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 Financing Agreements and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not no impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and (ii) the Company’s Affiliates, other than Subsidiaries. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and and, where applicable, is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and lease, to transact the business it transacts and proposes to transact, and to execute and deliver the Financing Documents to which it is a party, and to perform the provisions hereof and thereof. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company any Obligor or any of its such Obligor’s Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule SCHEDULE 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in SCHEDULE 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule SCHEDULE 5.4). (c) Each Subsidiary identified in SCHEDULE 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) as of the date hereof complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and (ii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes and limitations imposed by the terms of any agreements governing Non-Recourse Indebtedness) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (ai) Schedule 5.4 contains VI is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateBorrower's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Borrower and each other Subsidiary. (bii) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule VI as being owned by the Company Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Borrower or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)Lien. (ciii) Each Subsidiary identified in Schedule VI is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or partnership or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate corporate, partnership or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (div) Each Subsidiary of the Borrower required to register with the Securities and Exchange Commission as an "investment adviser" (as defined in the Investment Advisers Act) has so registered and is in compliance in all material respects with the Investment Advisers Act. (v) No Material Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed of any kind on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to pay dividends or make Restricted Payments other distributions to the Company Borrower or any Subsidiary of its Subsidiaries that owns outstanding shares of Capital Stock of such the Borrower or to pay any Indebtedness owed to the Borrower or any Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All Except where the inaccuracy of any of the warranties set out in sub-clauses (i) – (iii) below (inclusive) would not reasonably be expected to have a Material Adverse Effect: (i) all of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien Security Interest (except as otherwise disclosed in Schedule 5.4).; (cii) Each each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.; and (diii) No no Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary (other than any Financing Subsidiary or tax blocker or investment held by such Financing Subsidiary or tax blocker), and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except Permitted Liens or as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary (other than a Financing Subsidiary) is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.. SOLAR SENIOR CAPITAL LTD. NOTE PURCHASE AGREEMENT

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor and (ii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issuedissued and, to the extent applicable, are fully paid and nonassessable non- assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.under (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary., (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers. STEPAN COMPANY NOTE PURCHASE AGREEMENT (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, regulatory or contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) each other entity in which the Company holds a direct or indirect investment, other than Subsidiaries, and (iii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing or equivalent status under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.DB1/ 84912103.8 6 (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and or its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the CompanyGuarantor’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Guarantor and each other Subsidiary, (ii) to the knowledge of the Guarantor, of each person that directly or indirectly through one or more intermediaries controls or is controlled by the Guarantor, other than Subsidiaries, and (iii) of the Guarantor’s and Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Significant Subsidiary shown in Schedule 5.4 as being owned by the Company Guarantor and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Guarantor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Significant Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Significant Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Significant Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statuteslaw) restricting its the ability of such Significant Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Guarantor or any of its Significant Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Significant Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to this Exhibit A contains (except as noted therein) complete and correct lists of the Company’s 's Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 to this Exhibit A as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.45.4 to this Exhibit A). (c) Each Subsidiary identified in Schedule 5.4 to this Exhibit A is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the agreements listed on Schedule 5.4 to this Exhibit A and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s 's ability to perform its obligations under this the Note Purchase Agreement, including, without limitation, its obligation to make payments hereunder and under the series 2013-A Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether or not such Subsidiary is a Restricted Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Restricted Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has the requisite corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Restricted Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Restricted Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution date of this Agreement and, when updated as of the Closing Date shall be (except as noted therein) a complete and correct list of the Company’s Subsidiaries as of the Closing Date, showing, in each case, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. The Company shall update Schedule 5.4 as of the Closing Date. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes each Subsidiary Guarantor has the Corporate or other power and authority to transactexecute and deliver the Guaranty Agreement and perform its obligations thereunder. (d) The Guaranty Agreement has been duly authorized by all necessary action on the part of each Subsidiary Guarantor and the Guaranty Agreement constitutes a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists Each of the CompanyGuarantor’s Restricted and Unrestricted Subsidiaries “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X that is organized as a corporation, limited or general partnership or limited liability company is listed on Schedule 6.5 hereto. VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, LLC Each such significant subsidiary of the Execution DateGuarantor (i) has been duly organized and is validly existing as a corporation, showinglimited or general partnership or limited liability company, as to each Subsidiarythe case may be, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings and (iii) is duly qualified as a foreign corporation corporation, limited or other legal entity general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required required, whether by lawreason of the ownership or leasing of property or the conduct of business, other than those jurisdictions as to which except, in each case in this sentence, where the failure so to qualify or to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Each such Subsidiary has Except as otherwise disclosed in the corporate or other power SEC Filings, all of the issued and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Guarantor, directly or through subsidiaries, free and clear of any Lien that is prohibited by the Note Documents; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiarysubsidiary or any other person. Schedule 6.5 accurately sets forth whether each such significant subsidiary of the Guarantor is a corporation, except for limited or general partnership or limited liability company and the jurisdiction of organization of each such restrictions that subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The only subsidiaries of the Guarantor are (A) the Issuer, (B) the subsidiaries of the Guarantor listed on Exhibit 21 to the Guarantor’s most recent Annual Report on Form 10-K and (C) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not impair the Company’s ability to perform its obligations under this Agreementconstitute a significant subsidiary, including, without limitation, its obligation to make payments hereunder and under the Notes.as defined in Rule 1-02 of Regulation S-X.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, and all other Investments of the Company and its Restricted Subsidiaries, (ii) of the Company’s Affiliates, other than Subsidiaries and other than individuals described in clause (iii) below, and (iii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates TC “Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates” \f C \l “2” . (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor and (ii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 5.3 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or Bruker Corporation Note Purchase Agreement make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries Subsidiary that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule SCHEDULE 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, (iii) of the Company's Restricted Subsidiaries, and (iv) of the Company's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in SCHEDULE 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement (except as otherwise disclosed in Schedule SCHEDULE 5.4). (c) Each Subsidiary identified in SCHEDULE 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule SCHEDULE 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (1) of the Parent Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock share capital or similar equity interests outstanding owned by the Parent Company and each other Subsidiary and, as of the Effective Date, whether such Subsidiary is a Material Subsidiary, (2) of the Parent Company's Affiliates, other than Subsidiaries, and (3) of the Parent Company's directors and senior officers. (b) All of the outstanding shares of Capital Stock share capital or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Parent Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreementthe Amended and Restated Note Purchase Agreements, the Notes, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law and insurance regulatory statutes or similar statutesother statutes governing the organization of legal entities) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Parent Company or any of its Subsidiaries that owns any outstanding shares of Capital Stock share capital or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date(i) Subsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) Affiliates, other than Subsidiaries, and (iii) directors and senior officers. (ba) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (cb) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (dc) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (aSchedule 5(s) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Borrower's Subsidiaries as of the Execution Closing Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock Equity Interests outstanding owned by the Company Borrower and each other Subsidiary. (b) . All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 5(s) as being owned by the Company Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Borrower or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.45(s). (c). Except as expressly permitted under this Credit Agreement, each Subsidiary identified on Schedule 5(s) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Materially Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) . No Subsidiary (other than an SPE Subsidiary, Solutions Capital or any of their respective Subsidiaries) is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Credit Agreement, the agreements listed on Schedule 5.4 5(s) and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Borrower or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains 4.4 (except as noted thereinthe same may be supplemented from time to time) is a complete and correct lists list of the CompanyBorrower’s Restricted and Unrestricted Subsidiaries Subsidiaries, as of the Execution Date, date hereof and as of each date that the representation set forth in Section 4.4(a) of the New Senior Note Agreement is made or remade (but only to same extent that such representation is made or remade under the New Senior Note Agreement (and after giving effect to any changes thereto)) showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock outstanding Equity Interests owned by the Company Borrower and each other Subsidiary. (b) All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 4.4 as being owned by the Company and Borrower or any of its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Borrower or another Subsidiary free and clear of any Lien (except for Liens created by the Security Documents (as defined in the New Senior Note Agreement), transfer restrictions imposed by relevant state or federal securities laws, non-consensual Liens permitted under Section 6.4 arising by operation of law or as otherwise disclosed in Schedule 5.44.4). (c) Each Unless, after the Closing Date, any Subsidiary identified on Schedule 4.4 has been merged or consolidated pursuant to Section 6.2 each Subsidiary identified in Schedule 4.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary (other than any tax blocker or investment held by such tax blocker), and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except Permitted Liens, Liens created pursuant to the Security Documents or as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Third Supplement, the Senior Secured Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor and/or a Material Subsidiary and (2) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary identified in Schedule 5.4 (other than the Subsidiary Guarantors) is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and 5.4, customary limitations imposed by corporate law or similar statutesstatutes and limitations imposed on OTPC as a regulated utility) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of of: (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers. Each Subsidiary listed in Schedule 5.4 other than Lincare of Columbia, L.P. is designated a Restricted Subsidiary by the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien other than the Pledge Agreement (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.’s (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary will on the date of the Closing be a Subsidiary Guarantor. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a limited liability company, corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company, corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the limited liability company, corporate or other power and authority to own or hold under lease the properties it TALX Corporation Note Purchase Agreement purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 Financing Agreements and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries (other than any inactive or dormant Subsidiary) as of the Execution Datedate of this Agreement, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary (other than any inactive or dormant Subsidiary) owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than any inactive or dormant Subsidiary) is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for where failure to hold such restrictions that do power or authority would not impair the Company’s ability reasonably be expected to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Noteshave a Material Adverse Effect.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary (other than any tax blocker or investment held by such tax blocker), and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except Permitted Liens, Liens created pursuant to the Security Documents or as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this the Note Purchase Agreement, the Fifth Supplement, the Senior Secured Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 5.4A (as such Schedule 5.4A may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) contains (except as noted therein) complete and correct lists lists, as of the date of the applicable Closing, of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor and the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4A as being owned by the Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which except where the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 5.4A and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the CompanyParent’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Parent and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company Parent and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Parent or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)) free and clear of any Lien, except Liens under the Collateral Documents. (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing or equivalent status under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary Subsidiary, other than an SPV, is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate or limited liability law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company Parent or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this . UNITED STATIONERS SUPPLY CO. Note Purchase Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) a complete and correct lists list of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists lists, as of such Closing, of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor and (ii) the Company’s directors and executive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySub­sidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries Subsid­iaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary Sub­sidiary free and clear of any Lien (except as otherwise disclosed dis­closed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction juris­diction in which such qualification qualifi­cation is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary Sub­sidiary has the corporate or other power and authority to own or hold under lease the properties it purports pur­ports to own or hold under lease and to transact the business busi­ness it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of the CompanyParent’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital or similar equity interests outstanding owned by the Company Parent and each other Subsidiary. (b) All of the outstanding shares of Capital Stock capital or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company Parent and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Parent or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and (where such concept is applicable) in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Material Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Material Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Material Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates TC "Section 5.4. Organization and Ownership of Shares of Subsidiaries; Axxxxxxxxx" \x X \x "0" . (ax) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company(1) each Note Party’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andand whether such Subsidiary is a Wholly-Owned Subsidiary and/or a Material Subsidiary and/or an Affiliate Guarantor, with respect to (2) each Material Subsidiary, Unconsolidated Affiliate and (3) each of the percentage of shares of each class of its Capital Stock outstanding owned by Issuer’s and the Company REIT Guarantor’s directors and each other Subsidiaryexecutive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary owned by the Company a Note Party and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable (to the extent these or similar concepts apply to non-corporate Subsidiaries) and are owned by the Company such Note Party or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transacttransact except, in the case of Subsidiaries other than Subsidiaries that own or hold under lease Unencumbered Assets, where the failure to have such corporate or other power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company any Note Party or any of its Subsidiaries Subsidiary that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted thereintherein or as updated prior to the Closing) complete and correct lists (i) of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.45.4 as of the date of this Agreement). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate corporate, limited liability company or other similar power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 as of the date of this Agreement and customary limitations imposed by regulation, corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of of: (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company's Affiliates, other than Subsidiaries, and (iii) the Company's directors and senior officers. Each Subsidiary listed in Schedule 5.4 other than Lincare of Columbia, L.P. is designated a Restricted Subsidiary by the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien other than the Pledge Agreement (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Obligors’ Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization andorganization, with respect to each Material Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Obligors and each other Subsidiary, and all other Investments of the Obligors and their Restricted Subsidiaries, (ii) of the Obligors’ Affiliates, other than Subsidiaries, and (iii) of the Obligors’ directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company Obligors and its their Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company Obligors or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company any Obligor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) as of the Closing complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor, and (ii) the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non‑assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. (d) No As of the Closing, no Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes and agreements governing Non‑Recourse Debt) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted and Unrestricted Subsidiaries as of the Execution DateSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiaryorganization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company and each other SubsidiarySubsidiary and whether such Subsidiary is a Subsidiary Guarantor and (ii) the Company’s directors and senior officers as of the date of this Agreement. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non‑assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is is, where applicable, duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except to such extent that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to, to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate applicable law rule or similar statutesregulation) restricting its the ability of such Subsidiary to pay dividends out of profits or make Restricted Payments any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.