Common use of Subsidiaries; Equity Interests; Loan Parties Clause in Contracts

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liens. As of the Fifth Amendment Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number. The copy of the charter of each Loan Party and each amendment thereto provided to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereof.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are, with respect to Subsidiaries that are corporations, fully paid and non-assessable (assessable, and no liability will attach to the extent applicable) holders of such Equity Interests solely by reason of ownership of such Equity Interests, and all such Equity Interests are owned by a Loan Party in the amounts specified on Part (ab) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents and Liens of the type described by Section 7.01(b). As of the Fifth Amendment Closing Date, the Borrower has no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporationorganization, the address of its principal place of business and its U.S. taxpayer identification number. The As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(v) is a true and correct copy of each such document, each of which is valid and in full force and effect as effect. As of the date hereofClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents and those listed on Schedule 5.08(b). As of the Fifth Amendment Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and, as of the Closing Date, are owned by the Parent in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set As of the Closing Date, set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation, if any. The As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(viii) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent if applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 5.13, free and clear of all Liens except those created under the Collateral Documents and Permitted Liens. As of the Fifth Amendment Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable (if applicable) and, as of the Closing Date, are owned by the Persons and in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents and Permitted Liens. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number. The copy of the charter of each Loan Party and each amendment thereto provided to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereof.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liens(i) those created under the Collateral Documents, and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.13 hereto, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 hereto free and clear of all Liens except Permitted Liensthose created under the Collateral Documents and those listed on Schedule 5.08(b) hereto. As of the Fifth Amendment Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.13 hereto. All As of the outstanding Equity Interests in the Borrower have been validly issuedClosing Date, are fully paid and non-assessable. Set set forth on Part (cd) of Schedule 5.13 hereto is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number. The As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of on Schedule 5.136.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 6.13 free and clear of all Liens except (i) those created under the Collateral Documents and (ii) solely in the case of Equity Interests in any Subsidiary of SWY, Permitted Liens. As of the Fifth Amendment Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of on Schedule 5.136.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and are owned by Sisecam Chemicals USA Inc. and Enterprises in the amounts specified on Schedule 6.13 free and clear of all Liens. Set forth on Part (c) of Schedule 5.13 6.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 5.01(c) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower Company has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) nonassessable and are owned by a Loan Party the Persons in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents and Liens permitted by Section 7.01(c). As of the Fifth Amendment Closing Date, the Company has no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower Company have been validly issued, issued and are fully paid and non-assessablenonassessable. Unissued Equity Interests in the Company in an amount sufficient for the complete conversion of the Senior Convertible Notes have been authorized. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan PartiesParties as of the Closing Date, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Restricted Subsidiaries (other than Loan Parties) and all Unrestricted Subsidiaries as of the Closing Date. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(v) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (aSchedule 5.13. As of the Acquisition Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Schedule 1(a) of Schedule 5.13the Perfection Certificate, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (ain Schedule 9(a) of Schedule 5.13 to the Perfection Certificate free and clear of all Liens except Permitted Liensthose created under the Collateral Documents and such other Liens as are permitted under Section 7.01. As of the Fifth Amendment Acquisition Closing Date, the Borrower has no Loan Party has any equity investments in any other corporation or entity Person other than those specifically disclosed in Part (bSchedules 9(a) of Schedule 5.13and 9(b) to the Perfection Certificate. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (cin Schedule 1(a) of Schedule 5.13 to the Perfection Certificate is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Acquisition Closing Date (as to each Loan Party) the jurisdiction of its incorporationorganization, the address of its principal place of business and its U.S. taxpayer identification number. The copy number or, in the case of the charter of each any non-U.S. Loan Party and each amendment thereto provided that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the Administrative Agent on the Fifth Amendment Closing Date is, as jurisdiction of the Fifth Amendment Closing Date, a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofits organization.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Seventh Amendment Closing Effective Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are, with respect to Subsidiaries that are corporations, fully paid and non-assessable (assessable, and no liability will attach to the extent applicable) holders of such Equity Interests solely by reason of ownership of such Equity Interests, and all such Equity Interests are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents and Liens of the type described by Section 7.01(b). As of the Fifth Seventh Amendment Closing Effective Date, the Borrower has no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Seventh Amendment Closing Effective Date (as to each Loan Party) the jurisdiction of its incorporationorganization, the address of its principal place of business and its U.S. taxpayer identification number. The As of the Seventh Amendment Effective Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vi) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower No Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.13 of the Disclosure Schedules, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 of the Disclosure Schedules free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments Investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.13 of the Disclosure Schedules. All of the outstanding Equity Interests in the each Borrower have has been validly issued, are fully paid and non-assessable. Set forth assessable and are owned by the Persons identified in and in the amounts specified on Part (c) of Schedule 5.13 of the Disclosure Schedules free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (d) of Schedule 5.13 of the Disclosure Schedules is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non- U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower No Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (or equivalent thereof to the extent applicableapplicable in the jurisdiction in which Equity Interests are issued) and are owned by a Loan Party (or other Person) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower Company have been validly issued, issued are fully paid and non-assessableassessable and are owned by the Persons in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. US taxpayer identification number or, in the case of any non-US Loan Party that does not have a US taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect as effect. No holder of Other AJI Equity Interests has the ability to affect the rights or remedies of the date hereofSecured Parties under the Loan Documents.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing DateDate (or the date of any updated schedules delivered pursuant to Section 6.02(h) or any supplements delivered pursuant to Section 6.12(a)(i)), the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and are owned by Holdings free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing and Restatement Effective Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned directly or indirectly by a Loan Party in the amounts specified on in Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing and Restatement Effective Date, no Loan Party has any equity investments in any other corporation or entity other than such Subsidiaries and those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and are owned by Holdings free and clear of all Liens except those created under the Collateral Documents. Set forth on in Part (c) of Schedule 5.13 is a complete and accurate list of Holdings and all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) and Restatement Effective Date, the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofAmendment and Restatement Effective Date.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Datedate of this Agreement, the Borrower each Loan Party has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Existing Credit Agreement and the collateral documents relating thereto. As of the Fifth Amendment Closing Datedate hereof, no each Loan Party has any no equity investments in any other corporation or entity other than such Loan Party’s Subsidiaries and those equity investments specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and are owned by Holdings in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Existing Credit Agreement and the collateral documents relating thereto. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list as of the date hereof of all Loan Parties, showing as of the Fifth Amendment Closing Date date hereof (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The As of the date hereof, the copy of the charter of each Loan Party and each amendment Project Leap Bridge Credit Agreement thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(iv) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Datedate of this Agreement, the Borrower each Loan Party has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Datedate hereof, no each Loan Party has any no equity investments in any other corporation or entity other than such Loan Party’s Subsidiaries and those equity investments specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and are owned by Holdings in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list as of the date hereof of all Loan Parties, showing as of the Fifth Amendment Closing Date date hereof (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The As of the date hereof, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vi) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are, with respect to Subsidiaries that are corporations, fully paid and non-assessable (assessable, and no liability will attach to the extent applicable) holders of such Equity Interests solely by reason of ownership of such Equity Interests, and all such Equity Interests are owned by a Loan Party in the amounts specified on Part (ab) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents and Liens of the type described by Section 7.01(b). As of the Fifth Amendment Closing Date, the Borrower has no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporationorganization, the address of its principal place of business and its U.S. taxpayer identification number. The As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vi) is a true and correct copy of each such document, each of which is valid and in full force and effect as effect. As of the date hereofClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing and Restatement Effective Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are are, if applicable, fully paid and non-assessable and, as of the Amendment and Restatement Effective Date, are owned (other than with respect to director’s qualifying shares and shares issued to foreign nationals to the extent applicablerequired by applicable law) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose permitted under Section 7.01. As of the Fifth Amendment Closing and Restatement Effective Date, no Loan Party has any equity investments in any other corporation or entity (other than a Subsidiary) other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list as of the Amendment and Restatement Effective Date of all Loan Parties, showing as of the Fifth Amendment Closing and Restatement Effective Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number. The As of the Amendment and Restatement Effective Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(iii) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing DateNo Loan Party has any Subsidiaries, the Borrower has no Subsidiaries Minority Investments or Professional Services Affiliates other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries Subsidiaries, Minority Investments and Professional Services Affiliates have been validly issued, are fully paid and non-assessable (to and, in the extent applicable) and case of any Subsidiary or Minority Investment, are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have has been validly issued, are fully paid and non-assessableassessable and are owned by Holdings as set forth on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth First Amendment Closing Effective Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and chief executive office (if different) and, where applicable, its U.S. taxpayer identification number. The copy of the charter Organization Documents of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01 is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Datedate hereof, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party or a Subsidiary of a Loan Party in the amounts specified on Part (a) of Schedule 5.13 5.13, and all Equity Interests owned by a Loan Party are free and clear of all Liens except those created under the Collateral Documents and Permitted Liens. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity as of the date hereof other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and as of the date hereof are owned by Holdings in the amounts specified on Part (c) of Schedule 5.13. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.13 hereto, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 hereto free and clear of all Liens except Permitted Liensthose created under Article XII hereof and those listed on Schedule 5.08(b) hereto. As of the Fifth Amendment Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.135.13 hereto. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth assessable and, as of the Closing Date, are owned by the Parent in the amounts specified on Part (c) of Schedule 5.13 hereto free and clear of all Liens except those created pursuant to Article XII hereof. As of the Closing Date, set forth on Part (d) of Schedule 5.13 hereto is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number. The As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(xi) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower No Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and Borrower’s authorized Equity Interests are set forth on Part (c) of Schedule 5.13. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(viii) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower No Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (or equivalent thereof to the extent applicableapplicable in the jurisdiction in which Equity Interests are issued) and are owned by a Loan Party (or other Person) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (bPart(b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower Company have been validly issued, issued are fully paid and non-assessableassessable and are owned by the Persons in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. US taxpayer identification number or, in the case of any non-US Loan Party that does not have a US taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a (vii) is a true and correct copy of each such document, each of which is valid and in full force and effect as effect. No holder of Other AJI Equity Interests has the ability to affect the rights or remedies of the date hereofSecured Parties under the Loan Documents.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing DateDate and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and 6.12, the Domestic Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) non‑assessable and are owned by a Loan Party the Subsidiary indicated on and in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents and other non-consensual Permitted Liens. As Liens (which non-consensual Permitted Liens shall not secure an aggregate amount in excess of the Fifth Amendment Closing Date, no Threshold Amount). No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Domestic Borrower have been validly issued, are fully paid and non-assessablenon‑assessable. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non‑U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy copies of the charter Organization Documents of each Loan Party provided pursuant to Section 4.01(a)(iv) and each amendment thereto provided to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, a (v) are true and correct copy copies of each such documentof the respective documents, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (aSchedule 9(a) of Schedule 5.13the Perfection Certificate, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (aSchedule 9(a) of Schedule 5.13 the Perfection Certificate free and clear of all Liens except Permitted Liensthose created under the Collateral Documents. As of the Fifth Amendment Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (bSchedule 9(b) of Schedule 5.13the Perfection Certificate. All As of the Closing Date, all of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and are, as of the Closing Date, owned by the Permitted Holders in the amounts specified on Schedule 9(b) of the Perfection Certificate. Set forth on Part (cSchedule 1(a) and Schedule 2 of Schedule 5.13 the Perfection Certificate is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporationincorporation or formation, the address of its principal place of business chief executive office and its U.S. taxpayer identification number. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vii) is a true and correct copy of each such documentdocument as of the Closing Date, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Original Closing Date, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.135.13 to the Existing Credit Agreement, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party or a Subsidiary of a Loan Party in the amounts specified on Part (a) of Schedule 5.13 to the Existing Credit Agreement, and all Equity Interests owned by a Loan Party are free and clear of all Liens except those created under the Collateral Documents and Permitted Liens. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity as of the Original Closing Date other than those specifically disclosed in Part (b) of Schedule 5.135.13 to the Existing Credit Agreement. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth assessable and as of the Original Closing Date are owned by Holdings in the amounts specified on Part (c) of Schedule 5.13 to the Existing Credit Agreement. Set forth on Part (d) of Schedule 5.13 to the Existing Credit Agreement is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Original Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(v) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Fifth Amendment Closing Datedate hereof, the Borrower no Loan Party has no any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent applicable) and are owned by a Loan Party or a Subsidiary of a Loan Party in the amounts specified on Part (a) of Schedule 5.13 5.13, and all Equity Interests owned by a Loan Party are free and clear of all Liens except those created under the Collateral Documents and Permitted Liens. As of the Fifth Amendment Closing Date, no No Loan Party has any equity investments in any other corporation or entity as of the date hereof other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessableassessable and as of the date hereof are owned by the Parent in the amounts specified on Part (c) of Schedule 5.13. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Fifth Amendment Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to the Administrative Agent on the Fifth Amendment Closing Date is, as of the Fifth Amendment Closing Date, Section 4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the date hereofeffect.