Common use of Ownership of Borrower; Subsidiaries Clause in Contracts

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is has been validly issued, is fully paid and non-assessable. As of the Effective Date, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right except as disclosed in the Disclosure Documents. As of the Effective Date, there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Restricted Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Wholly-Owned Restricted Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Wholly-Owned Restricted Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Restricted Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security InstrumentsInstruments and Liens permitted under Section 7.02), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Wholly-Owned Restricted Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Wholly-Owned Restricted Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Restatement Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Restatement Effective Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Restatement Effective Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Restatement Effective Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Restatement Effective Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership) is a complete and accurate list of the direct Subsidiaries of Holdings and the Borrower showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organizationorganization or formation, the number of shares shares, membership interest or other ownership interest of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of Holdings and the Borrower is subject to any and the number of shares covered by all outstanding optionoptions, warrantwarrants, right rights of conversion or purchase of any similar rightrights at the Effective Date. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of each of Holdings and the Borrower owned (directly or indirectly) by Holdings and the Borrower Borrower, as applicable, has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by Holdings or the Borrower, as the case may be. All of the outstanding Stock of each directly owned Subsidiary of each of the Borrower and Holdings, as applicable, is owned by the Borrower or a Subsidiary of Holdings, as the Borrowercase may be, free and clear of all Liens (other than any Liens created or permitted under the Lien in favor Loan Documents. As of the Secured Parties created pursuant to the Security Instruments)Effective Date, options, warrants, rights neither of conversion Holdings or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, owns or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or holdholds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03set forth on Schedule 4.3 (Ownership). Except as set forth on Schedule 4.3 (Ownership), there are no agreements or understandings to which Holdings or the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement to which Holdings or the Borrower is a party restricting the transfer or hypothecation of any such shares.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is has been validly issued, is fully paid and non-assessable. As of the Effective Date, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right except as disclosed in the Disclosure Documents. As of the Effective Date, there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Restatement Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Restatement Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) The authorized capital stock of the Borrower consists of 1,000 shares of common stock, no par value per share, of which 1,000 shares are issued and outstanding. All of the outstanding capital stock of the Borrower is has been validly issued, is fully paid and non-assessableassessable and is owned beneficially and of record by CEI, free and clear of all Liens other than the Lien granted to the Collateral Agent under the Security Agreement. No authorized but unissued shares, no treasury shares and, to the Knowledge of CEI and the Borrower, no other outstanding shares of capital stock of the Borrower are subject to any option, warrant, right of conversion or purchase or any similar right. Except as specifically disclosed on Schedule 4.08(a), there are no agreements or understandings with respect to the voting, sale or transfer of any shares of capital stock of the Borrower, or to the Knowledge of CEI and the Borrower, any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on in Part A of Schedule 5.03 4.08(b) is a complete and accurate list showing, as of the Closing Datedate hereof, all Subsidiaries of the Borrower CEI and, as to each such Subsidiary, the jurisdiction of its organizationincorporation or formation, the number of shares of each class of Capital Stock authorized (if applicable)authorized, the number outstanding on the Closing Date, date hereof and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the BorrowerCEI. Except as set forth on in Part B of Schedule 5.034.08(b), as of the Closing Date no Capital Stock of any Subsidiary of CEI, which Capital Stock is owned by a member of the Borrower CEI Group, is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Capital Stock of each Subsidiary such Subsidiary, which Capital Stock is owned by a member of the Borrower owned (directly or indirectly) by the Borrower CEI Group, has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary Persons named in Part A of the BorrowerSchedule 4.08(b), free and clear of all Liens (other than the Lien (i) as described in favor Part C of the Secured Parties created pursuant Schedule 4.08(b) or (ii) Liens granted to the Collateral Agent under the Security Instruments), options, warrants, rights of conversion or purchase or any similar rightsAgreement. Except as set forth on Schedule 5.03in respect of agreements and instruments evidencing the Existing Project Financing Debt, as of the Closing Date neither the Borrower CEI nor any such Subsidiary is a party to, or has knowledge Knowledge of, any agreement restricting the transfer or hypothecation of any shares of Capital Stock of any such Subsidiary, which Capital Stock is owned by any member of the CEI Group, other than (i) as described in Part D of Schedule 4.08(b) or (ii) the Loan Documents andFinancing Documents. Except as disclosed in Part E of Schedule 4.08(b), with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, no member of the Constituent Documents of such Subsidiary. The Borrower does not own CEI Group owns or holdholds, directly or indirectly, any Capital Stock of or Equity Interest of, any Person other than such Subsidiaries. (c) Each of the Subsidiary Guarantors in existence as of the date hereof, and each of the members of the CEI Group who will become Subsidiary Guarantors upon the making of the CEA-Related Term Loans or the issuance of the CMA-Related Letters of Credit is listed in Parts A and B of Schedule III, respectively. As of the date hereof, and except as otherwise specified in Part C of Schedule III, the Subsidiary Guarantors listed in Parts A and B of Schedule III constitute all of the Subsidiaries of CEI (other than the Borrower) that are not (or, after the making of the CEA-Related Term Loans and Investments the issuance of the CMA-Related Letters of Credit, will not be) contractually prohibited from guarantying the Obligations outstanding under the Financing Documents. None of the Subsidiaries of CEI listed on Part C of Schedule III shall become Subsidiary Guarantors. (d) Each of the Subsidiary Pledgors in existence as of the date hereof, and each of the members of the CEI Group who will become Subsidiary Pledgors upon the making of the CEA-Related Term Loans or the issuance of the CMA-Related Letters of Credit, is listed in Parts A and B of Schedule IV, respectively. As of the date hereof, and except as otherwise specified in Part C of on Schedule III, the Subsidiary Pledgors listed in Parts A and B of Schedule IV constitute all of the Subsidiaries of CEI (other than the Borrower and any Subsidiary incorporated or otherwise organized in a jurisdiction outside the United States) that are not (or, after the making of the CEA-Related Term Loans and the issuance of the CMA-Related Letters of Credit, will not be) contractually prohibited from pledging Equity Interests in any of its Subsidiaries or any other Person. None of the Subsidiaries of CEI listed on Part C of Schedule IV shall become Subsidiary Pledgors. The Collateral pledged by the Subsidiary Pledgors constitutes 100% (or, in the case of any issuer of such Collateral that is a “controlled foreign corporation” under Section 957(a) of the Internal Revenue Code, 65%) of the Equity Interests of each Person owned by such Subsidiary Pledgors that is permitted to be pledged by Section 7.03such Subsidiary Pledgors under the terms of the Contractual Obligations of such Subsidiary Pledgors in existence as of the date hereof. (e) Each of the Subsidiary Grantors in existence as of the date hereof, and each of the members of the CEI Group who will become Subsidiary Grantors upon the making of the CEA-Related Term Loans or the issuance of the CMA-Related Letters of Credit, is listed on Parts A and B of Schedule V, respectively. As of the date hereof, and except as otherwise specified in Part C of on Schedule V, the Subsidiary Grantors listed in Parts A and B of Schedule V constitute all of the Subsidiaries of CEI (other than the Borrower) that are not (or, after the making of the CEA-Related Term Loans and the issuance of the CMA-Related Letters of Credit, will not be) contractually prohibited from pledging their assets and property (other than the Subsidiary Pledgors). None of the Subsidiaries of CEI listed on Part C of Schedule V shall become Subsidiary Grantors. The Collateral pledged by each Subsidiary Grantor constitutes all of the assets and property owned by such Subsidiary Grantor that is permitted to be pledged by such Subsidiary Grantor under the terms of the Contractual Obligations of such Subsidiary Grantor in existence as of the date hereof.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) The authorized capital stock of the Borrower consists of 25,000,000 shares of common stock, $.01 par value per share, of which 11,891,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, of which no shares are issued and outstanding. All of the outstanding capital stock of the Borrower is has been validly issued, is fully paid and non-assessable. No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right (other than the Option Agreement, the Warrant Agreement, any shareholder agreements or stock option plans with respect to the Borrower). There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares (other than the Option Agreement, the Warrant Agreement, any shareholder agreements or stock option plans with respect to the Borrower). (b) Set forth on Schedule 5.03 SCHEDULE 4.3 hereto is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organizationincorporation, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, or the Constituent Documents of such SubsidiarySenior Subordinated Note Indenture. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03SECTION 8.3.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.034.3, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.034.3, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.034.3, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents governing documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.8.3 (

Ownership of Borrower; Subsidiaries. (a) All Prior to the Permitted Merger, (i) Merisant Worldwide has no direct Subsidiary other than Merisant Company; (ii) the authorized capital stock of Merisant Company consists of 100 shares of common stock, $0.01 par value per share, of which 100 shares are issued and outstanding; (iii) all of the outstanding capital stock of the Borrower is Merisant Company has been validly issued, is fully paid and non-assessableassessable and is owned beneficially and of record by Merisant Worldwide, free and clear of all Liens other than the Liens in favor of the Secured Parties created by the Security Agreement; and (iv) there are no agreements or understandings to which Merisant Company is a party with respect to the voting, sale or transfer of any shares of Capital Stock of Merisant Company or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 5.03 is a complete Except as disclosed to the Administrative Agent and accurate list showing, as of the Collateral Agent by the Borrower in writing from time to time after the Amendment Closing Date, all Subsidiaries (i) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Capital Stock authorized (if applicable), the number outstanding on the Closing Date, and the number and percentage of the each class of Capital Stock owned by any Loan Party or any Subsidiary thereof and (ii) there are no outstanding shares subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as any nature relating to any Capital Stock of the Closing Date no Stock of Borrower or any Subsidiary of the Borrower is subject to any outstanding optionBorrower, warrant, right of conversion or purchase of any similar rightexcept as created by the Loan Documents. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Capital Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien Liens in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rightsAgreement. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary of the Borrower is a party to, or has knowledge of, any material agreement materially restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned SubsidiaryDocuments. Neither Holdings, the Constituent Documents Borrower nor any of such Subsidiary. The Borrower does not own its Subsidiaries owns or holdholds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.036.8. Each Subsidiary of the Borrower is a Wholly Owned Subsidiary.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Parent and of the Borrower and, as to each such SubsidiarySubsidiary of the Borrower, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as No Stock of the Closing Date no Stock of Borrower or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of the Borrower and each Subsidiary of the Borrower owned (directly or indirectly) by Holdings (in the case of Stock of the Borrower) and the Borrower (in case of the Stock of such Subsidiaries) has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by Holdings, the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement with respect to the voting, sale or transfer of any shares of any such Stock or any agreement restricting the transfer or hypothecation of any Stock of any such SubsidiaryStock, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments). CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. (b) The Borrower has no Subsidiaries which are not Guarantors, other than (i) the Project Companies and (ii) Immaterial Subsidiaries.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Borrower consists of (i) 35,000,000 shares of common stock, $0.0001 par value per share, and (ii) 15,000,000 shares of Series A Preferred Stock, $0.0001 par value per share, of which 5,000,000 shares are issued and outstanding. All of the outstanding capital stock of the Borrower is has been validly issued, is fully paid and non-assessable. There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 5.03 4.3 (Ownership of Borrower, Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number of shares outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) Holdings has no direct Subsidiary other than the Borrower. The authorized capital stock of the Borrower consists of 100 shares of common stock, $0.01 par value per share, of which 100 shares are issued and outstanding. All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable and is owned beneficially and of record by Holdings, free and clear of all Liens other than the Lien in favor of the Secured Parties (as defined in the First Lien Credit Agreement) created by the First Lien Security Agreement and in favor of the Secured Parties created by the Security Agreement. There are no agreements or understandings to which the Borrower is a party with respect to the extent voting, sale or transfer of any shares of Capital Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Except as disclosed to the Administrative Agent and the Collateral Agent by the Borrower in writing from time to time after the Closing Date, (i) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary of the Borrower and, as to each such Subsidiary, the number of shares of each class of Capital Stock authorized (if applicable), the number outstanding and the number and percentage of each class of Capital Stock owned by any Loan Party or any Subsidiary thereof and (ii) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary of the Borrower, except as created by the Loan Documents and the First Lien Loan Documents. All of the outstanding Capital Stock of each Subsidiary of the Borrower has been validly issued, is fully paid and non-assessable and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties (as defined in the First Lien Credit Agreement) created pursuant to the First Lien Security Instruments), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as Agreement and in favor of the Closing Date neither Secured Parties created by the Security Agreement). Neither the Borrower nor any such Subsidiary of the Borrower is a party to, or has knowledge of, any material agreement materially restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiaryand the First Lien Loan Documents. Neither Holdings, the Constituent Documents Borrower nor any of such Subsidiary. The Borrower does not own its Subsidiaries owns or holdholds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.036.8. Each Subsidiary of the Borrower is a Wholly Owned Subsidiary.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Material Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Material Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreements and Liens permitted under this Agreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.034.3, as of the Closing Date neither the Borrower nor any such Material Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned SubsidiaryCredit Documents, the Constituent Documents of such SubsidiaryCredit Agreement, the Indenture and the indentures pursuant to which the Outstanding Notes were issued. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.034.3, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.034.3, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.034.3, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned SubsidiaryPermitted Joint Venture, the Constituent Documents governing documents of such SubsidiaryPermitted Joint Venture. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) All The authorized capital stock of the Borrower consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, in each case with par value of $0.01 per share, of which 25,000,000 shares of common stock and no shares of preferred stock shall be issued and outstanding after giving effect to the Reorganization. After giving effect to the Reorganization, all of the outstanding capital stock of the Borrower is will be validly issued, fully paid and non-assessable. No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right other than the Warrants and the Stock Options. Other than the Warrant Agreements and the Stock Option Agreement, there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 5.03 SCHEDULE 4.3 (OWNERSHIP OF SUBSIDIARIES) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03SECTION 8.3 (INVESTMENTS).

Ownership of Borrower; Subsidiaries. (a) The authorized capital stock of the Borrower consists of 1,000 shares of common stock, no par value per share, of which 1,000 shares are issued and outstanding. All of the outstanding capital stock of the Borrower is has been validly issued, is fully paid and non-assessableassessable and is owned beneficially and of record by CEI, free and clear of all Liens other than the Lien granted to the Collateral Agent under the Security Agreement. No authorized but unissued shares, no treasury shares and, to the Knowledge of CEI and the Borrower, no other outstanding shares of capital stock of the Borrower are subject to any option, warrant, right of conversion or purchase or any similar right. Except as specifically disclosed on Schedule 4.08(a), there are no agreements or understandings with respect to the voting, sale or transfer of any shares of capital stock of the Borrower, or to the Knowledge of CEI and the Borrower, any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 5.03 4.08(b) hereto is a complete and accurate list showing, as of the Closing Datedate hereof, all Subsidiaries of the Borrower CEI and, as to each such Subsidiary, the jurisdiction of its organizationincorporation or formation, the number of shares of each class of Capital Stock authorized (if applicable)authorized, the number outstanding on the Closing Date, date hereof and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the BorrowerCEI. Except as set forth on Schedule 5.034.08(b), as of the Closing Date no Capital Stock of any Subsidiary of CEI, which Capital Stock is owned by a member of the Borrower CEI Group, is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Capital Stock of each Subsidiary such Subsidiary, which Capital Stock is owned by a member of the Borrower owned (directly or indirectly) by the Borrower CEI Group, has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the BorrowerPersons named on Schedule 4.08(b), free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant (i) as described on Schedule 4.08(b) or (ii) Liens granted to the Collateral Agent under the Security Instruments), options, warrants, rights of conversion or purchase or any similar rightsAgreement. Except as set forth on Schedule 5.03in respect of agreements and instruments evidencing the Existing Project Financing Debt, as of the Closing Date neither the Borrower CEI nor any such Subsidiary is a party to, or has knowledge Knowledge of, any agreement restricting the transfer or hypothecation of any shares of Capital Stock of any such Subsidiary, which Capital Stock is owned by any member of the CEI Group, other than (i) as described on Schedule 4.08(b) or (ii) the Loan Documents andFinancing Documents. Except as disclosed on Schedule 4.08(b), with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, no member of the Constituent Documents of such Subsidiary. The Borrower does not own CEI Group owns or holdholds, directly or indirectly, any Capital Stock of or Equity Interest of, any Person other than such Subsidiaries. (c) Each of the Subsidiary Guarantors in existence as of the date hereof is listed on Schedule VI. As of the date hereof, the Subsidiary Guarantors listed on Schedule VI constitute all of the Subsidiaries of CEI (other than the Borrower and Investments the Caledonia-Related Entities) that are not contractually prohibited from guarantying the Obligations outstanding under the Financing Documents. (d) Each of the Subsidiary Pledgors in existence as of the date hereof is listed on Schedule VII. As of the date hereof, the Subsidiary Pledgors listed on Schedule VII constitute all of the Subsidiaries of CEI (other than the Borrower, the Caledonia-Related Entities and any Subsidiary incorporated or otherwise organized in a jurisdiction outside the United States) that are not contractually prohibited from pledging Equity Interests in any of its Subsidiaries or any other Person. Except in respect of the Equity Interests of Agro Power Development, Inc. owned by the Borrower (which Equity Interests shall be pledged pursuant to Section 6.01(r)), the Collateral pledged by the Subsidiary Pledgors constitutes 100% (or, in the case of any issuer of such Collateral that is a "controlled foreign corporation" under Section 957(a) of the Internal Revenue Code, 65%) of the Equity Interests of each Person owned by such Subsidiary Pledgors that is permitted to be pledged by Section 7.03such Subsidiary Pledgors under the terms of the Contractual Obligations of such Subsidiary Pledgors in existence as of the date hereof. (e) Each of the Subsidiary Grantors in existence as of the date hereof is listed on Schedule VIII. As of the date hereof, the Subsidiary Grantors listed on Schedule VIII constitute all of the Subsidiaries of CEI (other than the Borrower and the Caledonia-Related Entities) that are not contractually prohibited from pledging their assets and property (other than the Subsidiary Pledgors). The Collateral pledged by each Subsidiary Grantor constitutes all of the assets and property owned by such Subsidiary Grantor that is permitted to be pledged by such Subsidiary Grantor under the terms of the Contractual Obligations of such Subsidiary Grantor in existence as of the date hereof.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.. 65833673_5

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock membership interests of the Borrower is have been validly issued, are fully paid and non-assessableassessable and on the Initial Closing Date 100%, and on any other date at least 75%, are owned beneficially and of record by Holdings, free and clear of all Liens. Subject to the foregoing, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right other than in favor of Holdings. (b) Set forth on Schedule 5.03 4.3 is a complete and accurate list showing, as of the Initial Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares shares, membership interests or partnership interests of each class of Stock authorized (if applicable), the number outstanding on the Initial Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Restricted Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Restricted Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the BorrowerRestricted Subsidiary, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Restricted Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Restricted Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.037.12. (c) There is no Material Subsidiary that is not a Subsidiary Guarantor. (d) On the Initial Closing Date, there is no Non-Recourse Subsidiary.

Ownership of Borrower; Subsidiaries. (a) All As of the outstanding date hereof, the authorized capital stock of the Borrower is validly issuedconsists of (i) 20,713,162 shares of Class A common stock, fully paid $0.01 par value per share, of which 17,618,818 shares are issued and non-assessableoutstanding, (ii) 7,000,000 shares of Class B common stock, $0.01 par value per share, of which 1,196,283 shares are issued and outstanding and (iii) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding. (b) Set forth on Schedule 5.03 4.3 hereto is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to this Agreement and the Security InstrumentsOrders and Liens securing the Prepetition Secured Indebtedness), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any post-petition agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect and pre-petition Contractual Obligations subject to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiaryautomatic stay. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.034.3, as of the Closing Effective Date no Stock of any Restricted Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.034.3, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement and Liens permitted under Section 8.2 securing Permitted Second Lien Debt), options, warrants, rights of conversion or purchase or any similar rights. Except As of the Effective Date, except as set forth on Schedule 5.034.3, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents governing documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03Sections 8.3 or 8.5.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership) is a complete and accurate list of the direct Subsidiaries of Holdings and the Borrower showing, as of the Closing Date, all Subsidiaries of the Borrower anddate hereof, as to each such Subsidiary, the jurisdiction of its organizationorganization or formation, the number of shares shares, membership interest or other ownership interest of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, date hereof and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of Holdings and the Borrower is subject to any and the number of shares covered by all outstanding optionoptions, warrantwarrants, right rights of conversion or purchase of any similar rightrights at the date hereof. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of each of Holdings and the Borrower owned (directly or indirectly) by Holdings and the Borrower Borrower, as applicable, has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by Holdings or the Borrower, as the case may be. All of the outstanding Stock of each directly owned Subsidiary of each of the Borrower and Holdings, as applicable, is owned by the Borrower or a Subsidiary of Holdings, as the Borrowercase may be, free and clear of all Liens (other than any Liens created or permitted under the Lien in favor Loan Documents. As of the Secured Parties created pursuant to the Security Instruments)date hereof, options, warrants, rights neither of conversion Holdings or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, owns or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or holdholds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03set forth on Schedule 4.3 (Ownership). Except as set forth on Schedule 4.3 (Ownership), there are no agreements or understandings to which Holdings or the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement to which Holdings or the Borrower is a party restricting the transfer or hypothecation of any such shares.

Ownership of Borrower; Subsidiaries. (a) All As of the outstanding Effective Date, the authorized capital stock of the Borrower is validly issuedconsists of (i) 40,000,000 shares of Class A common stock, fully paid $0.01 par value per share, of which 20,701,162 shares are issued and non-assessableoutstanding, (ii) 7,000,000 shares of Class B common stock, $0.01 par value per share, of which 1,196,283 shares are issued and outstanding and (iii) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding. (b) Set forth on Schedule 5.03 4.3 hereto is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to this Agreement and the Security InstrumentsOrders and Liens securing the Prepetition Secured Indebtedness), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any post-petition agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect and pre-petition Contractual Obligations subject to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiaryautomatic stay. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than (i) Liens permitted under Section 7.02 and (ii) the Lien in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the First Lien Credit Documents and the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is has been validly issued, is fully paid and non-assessable. As of the Second Amendment Effective Date, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right except as disclosed in the Disclosure Documents. As of the Second Amendment Effective Date, there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Second Amendment Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Second Amendment Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents of such SubsidiaryDocuments. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower Holdings and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no a Xxxxxx Entity. (b) No Stock of any Subsidiary of the Borrower Holdings is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all . (c) All of the outstanding Stock of each Subsidiary of the Borrower Holdings owned (directly or indirectly) by the Borrower Holdings has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower Holdings or a Subsidiary of the BorrowerHoldings, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower Neither Holdings nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, Documents. (d) There are no agreements or understandings to which any Xxxxxx Entity is a party with respect to the voting, sale or transfer of any Subsidiary that is not a Wholly-Owned Subsidiary, the Constituent Documents shares of such Subsidiary. The Borrower does not own Stock of any Xxxxxx Entity. (e) No Xxxxxx Entity owns or holdholds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 4.3 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Pledge and Security InstrumentsAgreement), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned SubsidiaryPermitted Joint Venture, the Constituent Documents governing documents of such SubsidiaryPermitted Joint Venture. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.038.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) Holdings has no direct Subsidiary other than the Borrower. The authorized capital stock of the Borrower consists of 100 shares of common stock, $0.01 par value per share, of which 100 shares are issued and outstanding. All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable and is owned beneficially and of record by Holdings, free and clear of all Liens other than the Liens in favor of the Secured Parties (as defined in the Second Lien Credit Agreement) created by the Second Lien Credit Documents and the Liens in favor of the Secured Parties created by the Security Agreement. There are no agreements or understandings to which the Borrower is a party with respect to the extent voting, sale or transfer of any shares of Capital Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, (i) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary of the Borrower and, as to each such Subsidiary, the number of shares of each class of Capital Stock authorized (if applicable), the number outstanding and the number and percentage of each class of Capital Stock owned by any Loan Party or any Subsidiary thereof and (ii) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary of the Borrower, except as created by the Loan Documents and the Second Lien Credit Documents. All of the outstanding Capital Stock of each Subsidiary of the Borrower has been validly issued, is fully paid and non-assessable and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Liens in favor of the Secured Parties (as defined in the Second Lien Credit Agreement) created by the Second Lien Credit Documents and the Liens in favor of the Secured Parties created pursuant to the Security Instruments), options, warrants, rights of conversion or purchase or any similar rightsAgreement. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary of the Borrower is a party to, or has knowledge of, any material agreement materially restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned Subsidiaryand the Second Lien Credit Documents. Neither Holdings, the Constituent Documents Borrower nor any of such Subsidiary. The Borrower does not own its Subsidiaries owns or holdholds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.036.8. Each Subsidiary of the Borrower is a Wholly Owned Subsidiary.” 3. Amendments to Section 4.24 (Senior Subordinated Debt Documents). Sections 4.24 (d) and (e) of the Credit Agreement are each hereby amended by adding “and the Senior Subordinated Discount Notes Indenture” after the phrase “Senior Subordinated Notes Indenture.”

Ownership of Borrower; Subsidiaries. (a) A description of the jurisdiction of incorporation and as of the Execution Date the authorized and outstanding capital stock (including par value and numbers of shares) of the Borrower and the record ownership thereof is set forth on Schedule 4.8 (a) hereto. All of the outstanding capital stock of the --------------- Borrower has been validly issued and is validly issued, fully paid and non-assessable. There are no agreements to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower, or any agreement to which the Borrower is a party restricting the transfer or hypothecation of any such shares. No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right granted by the Borrower. (b) Set forth on Schedule 5.03 4.8(b) hereto is a complete and accurate --------------- list showing, as of the Closing Date, all Subsidiaries showing each Subsidiary of the Borrower and, as to each such Subsidiary, the jurisdiction of its organizationincorporation, the number of shares of each class of its Stock authorized (if applicable)authorized, the number outstanding on and the Closing Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing Date no No Stock of any such Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all All of the outstanding Stock of each such Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien Liens in favor of the Secured Parties Lender created pursuant to the Security InstrumentsCollateral Documents), options, warrants, rights of conversion or purchase or any similar rights. Except as set forth on Schedule 5.03, as of the Closing Date neither Neither the Borrower nor any such Subsidiary of its Subsidiaries is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such Subsidiary, other than the Loan Documents and, with respect to any Subsidiary that is not a Wholly-Owned SubsidiaryDocuments. Except as set forth on Schedule -------- 4.8(b), the Constituent Documents of such Subsidiary. The Borrower does not own or hold, directly or indirectly, any Stock of capital ------ stock or equity security of, or any equity interest in, any Person other than such Subsidiaries and Investments permitted by Section 7.03Subsidiaries.