Common use of Subsidiaries; Affiliates; Capitalization; Solvency Clause in Contracts

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the ObligationsObligations and the obligations of such Borrower and Guarantor under the Term B Loan Financing Agreements, and the Subordinated Note Documents, the security interests of Administrative and Collateral Agent, for itself Term B Loan Agent, and the ratable benefit of the Lenders and the Bank Product Providers, Subordinated Note Trustee and the other transaction contemplated hereunderhereunder and under the Term B Loan Financing Agreements, and the Subordinated Note Documents.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower and each Guarantor (other than Parent) are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject on Schedule 8.12 to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereofthis Agreement. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate on Schedule 8.12 to this Agreement as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares Capital Stock and no equity securities Capital Stock of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such sharesCapital Stock. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificateon Schedule 8.2 to this Agreement, and in each case all of such shares have Capital Stock has been duly authorized and are is fully paid and non-assessable, free and clear of all claims, liensLiens, pledges and encumbrances of any kind, other than Permitted Liens and except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests Liens of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction transactions contemplated hereunder. (e) Except as set forth on Schedule 8.12 to this Agreement, as of the date hereof, no Borrower or Guarantor is a party to or bound by any agreement or arrangement (whether oral or written) to which any Affiliate of such Borrower or Guarantor is a party except (a) the transactions contemplated by the Financing Agreements; (b) payment of customary directors’ fees and indemnities; (c) transactions with Affiliates that were consummated prior to the date hereof and have been disclosed to Agent in writing prior to the date of this Agreement; (d) loans and other advances to Affiliates and officers and directors of Affiliates that are expressly permitted hereunder; (e) the Senior Notes Indenture and related documents, and (f) in the ordinary course of business and upon fair and reasonable terms and are no less favorable to such Borrower or Guarantor than would obtain in a comparable arm’s length transaction with a Person not an Affiliate of such Borrower.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has The Borrowers do not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is are not engaged in any joint venture or partnership except as set forth in Schedule 6.12 to the Information Perfection Certificate. Except as disclosed in Schedule 6.12 to the Perfection Certificate, subject no executive officer or director of the Borrowers or any person related by blood or marriage, to any such person or any entity in which any such person owns any beneficial interest (excluding five percent (5%) or less of a publicly held company), is a party to any agreement, contract, commitment or transaction with the Borrowers or which pertains to the right Borrowers’ business or had any interest in any property, real or personal or mixed, tangible or intangible, used in or pertaining to the Borrowers’ business. No Subsidiary of Borrowers and Guarantors to form a Borrower that is not listed as Borrower herein is conducting any business activities or acquire Subsidiaries has any assets or liabilities in accordance with Section 9.10 hereofexcess of $10,000. (b) Each Borrower and each Guarantor is The Borrowers are the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 6.12 to the Information Perfection Certificate as being owned by such Borrower or such Guarantor the Borrowers and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such sharesCapital Stock. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor the Borrowers (other than Coachmen) are directly and beneficially owned and held by the Persons persons indicated in the Information Perfection Certificate, and in each case all of such shares Capital Stock have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents prior to the date hereof. (d) Each Borrower and each Guarantor is The Borrowers are Solvent and will continue to be Solvent after the creation of the ObligationsObligations (including, without limitations, Revolving Loans under the Revolving Notes) and the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the such Borrower’s or Guarantor’s Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the on such Borrower’s or Guarantor’s Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Subsidiaries Subsidiary of a Borrower or Guarantor are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary of a Borrower or Guarantor is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the such Borrower’s or Guarantor’s Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents prior to may be permitted under the date hereofterms of the Financing Agreements. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the ObligationsObligations and the obligations of such Borrower and Guarantor under the First Lien Financing Agreements and the Subordinated Note Documents, the security interests of Administrative and Collateral First Lien Agent, for itself Agent and the ratable benefit of the Lenders and the Bank Product Providers, Subordinated Note Trustee and the other transaction contemplated hereunderhereunder and under the First Lien Financing Agreements and the Subordinated Note Documents.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership as of the date hereof except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Interests of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock its Equity Interests or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Interests of each Borrower and each Guarantor (other than Parent) are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents prior to the date hereofhereof or otherwise permitted hereunder. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after giving effect to the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder. (e) The Inactive Subsidiaries do not have any material liabilities, are not engaged in any business or commercial activities, do not own any assets with a book value of more than $100,000 in the aggregate and are not obligated or liable, directly or indirectly, contingently or otherwise, in respect of any material Indebtedness or other material obligations.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers Schedule 8.12 and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereofSponsor Portfolio Companies. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate on Schedule 8.12 as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor as of the date hereof are directly and beneficially owned and held by the Persons persons indicated in Schedule 8.12 (except with respect to those shareholders of Parent which own less than ten (10%) percent of the Information CertificateCapital Stock of Parent), and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Borrowers, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and or is not engaged in any joint venture or partnership partnership, except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Interests of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock its Equity Interests or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Interests or membership interests of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares or membership interests have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers Certificate and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereofSponsor Portfolio Companies. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor as of the date hereof are directly and beneficially owned and held by the Persons persons indicated in the Information CertificateCertificate (except with respect to those shareholders of Parent which own less than ten (10%) percent of the Capital Stock of Parent), and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Borrowers, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or and each Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries of Borrower are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Restricted Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower (other than Borrower) and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Lender prior to the date hereof. (d) Each Borrower and each Guarantor is Guarantors taken as a whole are Solvent and will continue to be Solvent immediately after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date of this Agreement, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each As of the date of this Agreement, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereofof this Agreement, the issued and outstanding shares of Capital Stock of each Borrower Commerce Energy and each Guarantor Skipping Stone are directly and beneficially owned and held by the Persons indicated in the Information CertificateParent, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Neither Borrower or nor any Guarantor has any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and or is not engaged in any joint venture or partnership partnership, except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Interests of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock its Equity Interests or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Interests or membership interests of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares or membership interests have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right rights of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with make investments to the extent permitted by Section 9.10 hereof9.10. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such sharesshares (subject in each of the foregoing cases to the rights of Borrowers and Guarantors to issue additional shares of Capital Stock in accordance with Section 9.7(b)). (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information CertificateCertificate (subject in each of the foregoing cases to the rights of Borrowers and Guarantors to issue additional shares of Capital Stock in accordance with Section 9.7(b)), and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereofhereof or permitted by Section 9.8. (d) Each Borrower The Borrowers and each Guarantor is Guarantors taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has Each Loan Party does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and each Loan Party, Obligor and Foreign Borrower is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right rights of Borrowers and Guarantors any such Loan Party, Obligor or Foreign Borrower to form (i) create or acquire Subsidiaries in accordance with Section 9.10 9.10(j) hereof and (ii) engage in transactions with joint ventures in accordance with Section 9.10(k) hereof. (b) Each Borrower and each Guarantor is Schedule 8.12 to the Information Certificate reflects the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Loan Parties (but with respect to Parent, only holders of 5% or more of its Capital Stock as of the date hereof) and their Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and and, with respect to all Subsidiaries of Parent, there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Subsidiaries Persons are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Loan Party or Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares, subject to the rights of any such Person to issue Capital Stock in accordance with Section 9.7(b)(v) hereof. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower Loan Party (except Parent) and each Guarantor Subsidiary of each Loan Party are directly and beneficially owned and held by the Persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, and, to the extent held by any Loan Party, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower The Loan Parties and each Guarantor is their Subsidiaries, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the Foreign Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agents and the other transaction contemplated hereunderhereunder and under the Foreign Financing Agreements.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock (other than any nominee shares) of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and and, except as set forth on Schedule 8.12 to the Information Certificate, no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Lender prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As A majority of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons Permitted Holders indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Lender prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares (other than the proxies in favor of the Existing Lenders which are being cancelled by or on behalf of the Existing Lenders as of the date hereof) and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower (other than US Borrower) and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder. (e) Each of the Subsidiaries of US Borrower identified in item 3 of the Information Certificate as "inactive" (i) is not engaged in any business or commercial activity, (ii) does not own any assets having a book value of more than $1,000,000 (other than as to two of such Subsidiaries the Indebtedness owing to such Subsidiaries by US Borrower as set forth in the Information Certificate) and (iii) is not obligated or liable, directly or indirectly, contingently or otherwise, in respect of any Indebtedness or other obligations (other than as set forth on Schedule 8.12 to the Information Certificate), except for the indemnification obligations in favor of the Existing Lenders which survive by their terms the termination of the arrangements of Borrowers and Guarantors with the Existing Lenders.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Lender prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender and the other transaction contemplated hereunder. (e) Each of the Foreign Subsidiaries shall remain free from all debts (other than debts existing as of the date hereof), whether secured or unsecured, other than: (i) debts arising from trade debt obtained in the ordinary course of its business; (ii) debts owing to any other Foreign Subsidiaries or any Borrower and/or Guarantor including Management Fees owed or owing to any such entity; and (iii) loans and advances made by Borrowers and/or Guarantors or any of them to Foreign Subsidiaries on or after the date hereof not to exeed the amounts as follows: (i) Bi-Op and Xxxxxx Canada $650,000 (ii) Xxxxxx (UK) $250,000 (iii) Silipos (UK) $250,000

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers and Guarantors Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of the each of the Subsidiaries listed in the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Borrower’s Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary of Borrower’s Subsidiaries is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Lender prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the ObligationsObligations and the obligations under the Working Capital Loan Agreement, the security interests of Administrative Agent and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Working Capital Agent and the other transaction transactions contemplated hereunderhereunder and under the Working Capital Loan Agreement.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (di) Each Borrower On a consolidated basis, the Borrowers and each Guarantor is Guarantors are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit consummation of the Lenders and the Bank Product ProvidersPurchase Agreements, and the other transaction transactions contemplated hereunder, and (ii) Administrative Borrower is solvent after the creation of the Obligations, the security interests of Agent, consummation of the Purchase Agreements and the other transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower (other than Parent) and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder. (e) The Unrestricted Subsidiaries do not own any assets or have any liabilities and are not engaged in any business or commercial activities, except (i) as to OMX Timber Finance Holdings I, LLC, OMX Timber Finance Holdings II, LLC, OMX Timber Finance Investments I, LLC, OMX Timber Finance Investments II, LLC, in each case to the extent related to the credit-enhanced installment timber notes as described on Schedule 8.12(e) hereto, (ii) as to Cuban Electric Company to the extent described on Schedule 8.12(e) hereto and (iii) as to any Unrestricted Subsidiary so designated after the date hereof and agreed to by Agent after the date hereof, such assets, liabilities, business or commercial activities as Agent and Administrative Borrower may agree in writing. No Borrower, Guarantor or Restricted Subsidiary has any obligation or liability (contingent or otherwise) with respect to any of the Unrestricted Subsidiaries. (f) The Inactive Subsidiaries do not own any assets or have any liabilities and are not engaged in any business or commercial activities, do not own any assets with a book value of more than $10,000 in the aggregate and are not obligated or liable, directly or indirectly, contingently or otherwise, in respect of any Indebtedness or other obligations. (g) Loving Creek Funding Corporation is bankruptcy remote, special purpose entity, that as of the date of its formation satisfied the special purpose entity criteria published by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. and in effect as of such date, and was created for the sole purpose of acquiring, and whose only assets consist at all times of, the Securitization Assets.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent both immediately before and after giving effect to the incurrence of the Loans hereunder and will continue to be Solvent after the creation of the Obligations, the creation of the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction transactions contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor Loan Party has any direct or indirect Subsidiaries nor does any Loan Party own any Equity Securities except for Permitted Investments or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in on Schedule 9(b) of the Information Certificate, subject most recent Perfection Certificate delivered to the right of Borrowers Agent and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereofthe Lenders. (b) Each Borrower and each Guarantor Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Securities of each of the Subsidiaries listed in on Schedule 9(b) of the Information most recent Perfection Certificate delivered to the Agent and the Lenders as being owned by such Borrower or such Guarantor Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares Equity Securities, and no equity securities Equity Securities of any of such the Loan Parties or their respective Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Loan Party or Subsidiary is or may become bound to issue additional shares of it Capital Stock Equity Securities or securities convertible into or exchangeable for such sharesEquity Securities. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Securities of each Borrower and each Guarantor Loan Party (other than the Borrower) are directly and beneficially owned and held by the Persons indicated in on Schedule 9(b) to the Information Perfection Certificate, and in each case all of such shares Equity Securities have been duly authorized and are fully paid (to the extent required by the Charter or other organizational documents of the applicable Loan Party) and non-assessableassessable (except as such non-assessibility may be affected by applicable state law), free and clear of all claims, liens, pledges and encumbrances Liens of any kind, except as disclosed in writing to Agents prior with respect to the date hereofsecurity interest therein granted to Agent pursuant to the terms of this Loan Agreement and the other Loan Documents and restrictions on transfer arising under applicable federal and state securities laws. As of the Closing Date, the Equity Securities of RHB Inc. owned by Borrower are uncertificated. (d) Each Borrower As of the Closing Date, after giving effect to the consummation of the Transactions on the Closing Date, including the making of the Loans under this Loan Agreement on the Closing Date, and each Guarantor is after giving effect to the application of the proceeds of such Loans, the Loan Party and their respective Subsidiaries, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and other transactions contemplated hereunder or under the other transaction contemplated hereunderTransaction Documents.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No As of the date hereof, each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower is, and each Guarantor is the Borrowers and Guarantors taken as a whole are, Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor As of the Closing Date, no Loan Party has any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and nor is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and As of the Closing Date, each Guarantor Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor Loan Party. As of and after the Closing Date, there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereofClosing Date, the issued and outstanding shares of Capital Stock of each Borrower Loan Party and each Guarantor Subsidiary thereof are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents the Agent prior to the date hereof. As of the Closing Date, the issued and outstanding shares of Capital Stock of Holdings are directly and beneficially owned and held by the persons indicated in the Information Certificate. (d) Each Borrower and each Guarantor Loan Party is Solvent and will continue to be Solvent after the creation as of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and the other transaction contemplated hereunderClosing Date.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or Guarantor has and each Aftermarket Entity does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor Aftermarket Entity is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor Aftermarket Entity and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor Aftermarket Entity are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except for the liens of Agent and as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor Loan Party has any direct or indirect Subsidiaries nor does any Loan Party own any Equity Securities except for Permitted Investments or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in on Schedule 9(ba) of the Information Certificate, subject most recent Perfection Certificate delivered to the right of Borrowers Agent and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereofthe Lenders. (b) Each Borrower and each Guarantor Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Securities of each of the Subsidiaries listed in on Schedule 9(ba) of the Information most recent Perfection Certificate delivered to the Agent and the Lenders as being owned by such Borrower or such Guarantor Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares Equity Securities, and no equity securities Equity Securities of any of such the Loan Parties or their respective Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Loan Party or Subsidiary is or may become bound to issue additional shares of it Capital Stock Equity Securities or securities convertible into or exchangeable for such sharesEquity Securities. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Securities of each Borrower and each Guarantor Loan Party (other than the Borrower) are directly and beneficially owned and held by the Persons indicated in on Schedule 9(ba) to the Information Perfection Certificate, and in each case all of such shares Equity Securities have been duly authorized and are fully paid (to the extent required by the Charter or other organizational documents of the applicable Loan Party) and non-assessableassessable (except as such non-assessibility may be affected by applicable state law), free and clear of all claims, liens, pledges and encumbrances Liens of any kind, except as disclosed in writing to Agents prior with respect to the date hereofsecurity interest therein granted to Agent pursuant to the terms of this Loan Agreement and the other Loan Documents and restrictions on transfer arising under applicable federal and state securities laws. As of the Closing Date, the Equity Securities of RHB Inc. owned by Borrower are uncertificated. (d) Each Borrower As of the Closing Date, after giving effect to the consummation of the Transactions on the Closing Date, including the making of the Loans under this Loan Agreement on the Closing Date, and each Guarantor is after giving effect to the application of the proceeds of such Loans, the Loan Party and their respective Subsidiaries, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and other transactions contemplated hereunder or under the other transaction contemplated hereunderTransaction Documents. Section 5.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock (including membership interests as to limited liability companies) of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares or membership interests and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or membership interests or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor (other than Parent) are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership as of the date hereof except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers Borrower’s and Guarantors rights to form or acquire Subsidiaries in accordance with make Permitted Investments and Permitted Acquisitions under Section 9.10 hereof10.4. (b) Each As of the date hereof, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Interests of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock its Equity Interests or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Interests of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereofhereof or otherwise permitted hereunder. (d) The Inactive Subsidiaries do not have any material liabilities, are not engaged in any business or commercial activities, do not own any assets with a book value of more than $100,000 in the aggregate and are not obligated or liable, directly or indirectly, contingently or otherwise, in respect of any material Indebtedness or other material obligations. (e) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner owner, directly or indirectly, of all of the issued and outstanding shares of Capital Stock or other equity interests of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock or other equity interests of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each (i) Parent and its Subsidiaries, taken as a whole, and (ii) Parent, Borrower and each Guarantor is the Restricted Subsidiaries, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunderunder the Financing Agreements.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor Loan Party has any direct or indirect Subsidiaries nor does any Loan Party own any Equity Securities except for Permitted Investments or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in on Schedule 9(a) of the Information Certificate, subject most recent Perfection Certificate delivered to the right of Borrowers Agent and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereofthe Lenders. (b) Each Borrower and each Guarantor Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Securities of each of the Subsidiaries listed in on Schedule 9(a) of the Information most recent Perfection Certificate delivered to the Agent and the Lenders as being owned by such Borrower or such Guarantor Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares Equity Securities, and no equity securities Equity Securities of any of such the Loan Parties or their respective Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Loan Party or Subsidiary is or may become bound to issue additional shares of it Capital Stock Equity Securities or securities convertible into or exchangeable for such sharesEquity Securities. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Securities of each Borrower and each Guarantor Loan Party (other than the Borrower) are directly and beneficially owned and held by the Persons indicated in on Schedule 9(a) to the Information Perfection Certificate, and in each case all of such shares Equity Securities have been duly authorized and are fully paid (to the extent required by the Charter or other organizational documents of the applicable Loan Party) and non-assessableassessable (except as such non-assessibility may be affected by applicable state law), free and clear of all claims, liens, pledges and encumbrances Liens of any kind, except as disclosed in writing to Agents prior with respect to the date hereofsecurity interest therein granted to Agent pursuant to the terms of this Loan Agreement and the other Loan Documents and restrictions on transfer arising under applicable federal and state securities laws. As of the Closing Date, the Equity Securities of RHB Inc. owned by Borrower are uncertificated. (d) Each Borrower As of the Closing Date, after giving effect to the consummation of the Transactions on the Closing Date, including the making of the Loans under this Loan Agreement on the Closing Date, and each Guarantor is after giving effect to the application of the proceeds of such Loans, the Loan Party and their respective Subsidiaries, taken as a whole, are Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and other transactions contemplated hereunder or under the other transaction contemplated hereunderTransaction Documents. Section 5.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries of Group listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries of Group are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary of Group is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the issuance of the Senior Secured Notes, the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Each Borrower or and Guarantor has does not have any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof. (b) Each Except as set forth on Schedule 8.12 to the Information Certificate, each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in on Schedule 8.12 to the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents Agent prior to the date hereof. (d) Each After giving effect to the consummation of the transactions contemplated by this Agreement, the other Financing Agreements, each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent and the other transaction contemplated hereunder.