Common use of Subsidiaries; Equity Interests Clause in Contracts

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Borrower’s Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings the Borrower or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (wv) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)), (z), (ee), (ff) and (ffgg) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their its Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person and whether the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in on Schedule 5.11, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents or under the First Lien Loan Documents (which Liens shall be subject to the Closing Date Intercreditor Agreement) and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1 and 9 of the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies identify each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to any part of the Transactions that is consummated on or prior to the Closing Date), neither the Parent Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 7(a) and (b) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each Subsidiary, Borrower and each Borrower’s wholly-owned domestic Subsidiaries that are Loan Parties and (b) sets set forth the ownership interest of Holdingseach Borrower, the Parent Borrower its wholly-owned domestic Subsidiaries and any of their Subsidiaries in each of their Subsidiariesother Subsidiary thereof, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirementownership.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any Material Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such Material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such Material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Original Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.115.11 hereto, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Original Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Original Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.11Section 5.11 of the Confidential Disclosure Letter, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents or under the ABL Facility Documentation (which Liens shall be subject to the ABL Intercreditor Agreement) and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its the Subsidiaries of any Parent have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings any Parent or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingseach Parent, the Parent Borrower and any each of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither Restatement Date and as of each date for which such Schedule 5.13 has been supplemented in accordance with Section 6.02(i): (i) the Parent Borrower nor any other Loan Party has any no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.115.13, and all of the outstanding Equity Interests in the Parent Borrower and its such Subsidiaries (other than COI Ceramics, Inc.) have been validly issued, are fully paid and, and non-assessable and are owned by a Loan Party in the case amounts specified on Part (a) of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned Schedule 5.13 free and clear of all Liens except (i) those created under the Collateral Documents, Documents and liens permitted under Section 7.01(c); (ii) those Liens permitted under Sections 7.01(b), the Borrower and its Subject Subsidiaries have no Investments constituting Equity Interests in any Person other than (o), (wx) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) Subject Subsidiaries and (o)y) and those specifically disclosed in Part (ffb) and of Schedule 5.13; (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets set forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and on Part (c) identifies each Person of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Equity Interests of which are required to be pledged on the Restatement 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; and (iv) the charter of each Loan Party and each amendment thereto (in the form of the copies provided pursuant to the Collateral Section 4.01(b)(vi)) is valid and Guarantee Requirementin full force and effect.

Subsidiaries; Equity Interests. As of the Closing Date, neither Date and as of each date for which such Schedule 5.13 has been supplemented in accordance with Section 6.02(g): (a) the Parent Borrower nor any other Loan Party has any no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.115.13, and all of the outstanding Equity Interests in the Parent Borrower and its such material Subsidiaries have been validly issued, are fully paid and, and non‑assessable and are owned by the Parent Borrower and/or one or more of its Subsidiaries in the case amounts specified on Part (a) of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned Schedule 5.13 free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Documents and Liens permitted under Sections 7.01(b7.01(c), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(br) and (os)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, ; (b) sets forth the ownership interest of Holdings, the Parent Borrower and its Subsidiaries have no Investments constituting Equity Interests in any Person other than (x) Subsidiaries and (y) those disclosed in Part (b) of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership Schedule 5.13; and (c) identifies each Person the Equity Interests set forth on Part (c) of which are required to be pledged on Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date pursuant (as to each Loan Party) the Collateral jurisdiction of its incorporation, formation or organization, the address of its principal place of business and Guarantee Requirementits 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, formation or organization, if applicable.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings the Borrower or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those nonconsensual Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their its Subsidiaries in each of their respective Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, (a) neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and (b) all of the outstanding Equity Interests in the Parent each Borrower and its in the material Subsidiaries of each Borrower have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, and nonassessable and, on the Closing Date, and (c) all Equity Interests owned directly or indirectly by Holdings or any other Loan Party each Borrower and the Subsidiary Guarantors are (in each case) owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization or incorporation each Borrower and each Subsidiary of each SubsidiaryBorrower, (b) sets forth the ownership interest of Holdings, the Parent each Borrower and any other Subsidiary of their Subsidiaries any Borrower in each Borrower and in each Subsidiary of their Subsidiarieseach Borrower (excluding any Restaurant LP set forth on Schedule 1.01E and any Employment Participation Subsidiary), including the percentage of such ownership and (c) identifies each Person Subsidiary of each Borrower, the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, and as to any Subsidiaries which are corporations, are fully paid andand nonassessable, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other Loan Party the Holding Companies, the Borrower and each of the Borrower’s Restricted Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01Permitted Lien. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingsthe Holding Companies, the Parent Borrower and any of their Subsidiaries other Subsidiary in the Borrower and each of their SubsidiariesSubsidiary, including the percentage of such ownership and ownership, (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee RequirementRequirement and (d) identifies the Immaterial Subsidiaries, the Unrestricted Subsidiaries and the Native American Subsidiaries.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid andand nonassessable (other than equity consisting of limited liability company interests or partnership interests which, in pursuant to the case of Equity Interests representing corporate interestsrelevant organizational or formation documents, nonassessable and, on the Closing Date, cannot be fully paid and nonassessable) and all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.11Section 5.11 of the Confidential Disclosure Letter, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any Subsidiaries (other than Excluded Subsidiaries pursuant to clause (b) of the definition thereof) other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) Documents and (o)) and (ff) and (iiii) any nonconsensual Lien that is permitted under Section ‎Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 9(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each Subsidiary, Domestic Subsidiary that is a Loan Party and (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Guarantor in each wholly owned Subsidiary (other than Excluded Subsidiaries pursuant to clause (b) of their Subsidiariesthe definition thereof), including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.ownership. 175

Subsidiaries; Equity Interests. As of the Closing Date, neither (a) Holdings has no Subsidiaries other than the Parent Borrower nor any other Loan Party and its Subsidiaries, (b) the Borrower has any no Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and (c) all of the outstanding Equity Interests in the Parent Borrower and its in material Restricted Subsidiaries of the Borrower have been validly issued, are fully paid and, in and nonassessable (to the case of extent such concepts exist under applicable Law) and (d) all Equity Interests representing corporate interests, nonassessable and, on of the Closing Date, Borrower owned by Holdings and all Equity Interests owned directly or indirectly by Holdings or any other Loan Party the Borrower and the Subsidiary Guarantors are (in each case) owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization or incorporation Holdings, the Borrower and each Subsidiary of each Subsidiarythe Borrower, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each Subsidiary of their Subsidiariesthe Borrower, including the percentage of such ownership and (c) identifies each Person Subsidiary of the Borrower, the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.11Section 5.11 of the Confidential Disclosure Letter, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents or under the Term Loan Credit Agreement Documentation (which Liens shall be subject to the Term Loan Intercreditor Agreement) and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in on Schedule 5.11, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents or under the Second Lien Loan Documents (which Liens shall be subject to the Closing Date Intercreditor Agreement) and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1 and 9 of the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies identify each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.11Section 5.11 of the Confidential Disclosure Letter, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents or under the ABL Facility Documentation (which Liens shall be subject to the ABL Intercreditor Agreement) and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.. Section 5.12

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrowers and the Subsidiaries of the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings the Parent Borrower or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.017.02. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingsthe Parent Borrower, the Parent Borrower Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower Borrowers nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower Companies and its their Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ffii) and (iii) any nonconsensual Lien that is permitted under Section 7.01. (a) As of the Closing DateMarch 31, 2016, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) as of March 31, 2016, Schedule 5.11 sets forth the ownership interest of Holdings, the Parent Borrower Companies and any of their Subsidiaries the other Loan Parties in each of their direct Subsidiaries, including the percentage of such ownership and (c) as of the Closing Date, Schedule 5.11 identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such Subsidiaries (other than Immaterial Subsidiaries) have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party in such Subsidiaries (other than Immaterial Subsidiaries) are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules I and IV to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each Subsidiary, Domestic Subsidiary that is a Loan Party and (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Guarantor in each of their Subsidiarieswholly owned Subsidiary, including the percentage of such ownership and (c) identifies each Person the Equity Interests ownership. As of which are required to be pledged on the Closing Date pursuant (after giving effect to the Collateral Transactions) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors, directors’ qualifying shares and Guarantee Requirementspringing membership interests held by independent managers) of any nature relating to any Equity Interest of Borrower or any Subsidiary.

Subsidiaries; Equity Interests. As of the Closing Date, (a) neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and (b) all of the outstanding Equity Interests in the Parent each Borrower and its in the material Subsidiaries of each Borrower have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, and nonassessable and, on the Closing Date, and (c) all Equity Interests owned directly or indirectly by Holdings or any other Loan Party each Borrower and the Subsidiary Guarantors are (in each case) owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization or incorporation each Borrower and each Subsidiary of each SubsidiaryBorrower, (b) sets forth the ownership interest of Holdings, the Parent each Borrower and any other Subsidiary of their Subsidiaries any Borrower in each Borrower and in 95159948_7 each Subsidiary of their Subsidiarieseach Borrower (excluding any Restaurant LP set forth on Schedule 1.01E and any Employment Participation Subsidiary), including the percentage of such ownership and (c) identifies each Person Subsidiary of each Borrower, the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its the Subsidiaries of the Parent have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings the Parent or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingsthe Parent, the Parent Borrower and any each of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrowers and the Subsidiaries of the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings the Parent or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.017.02. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingsthe Parent, the Parent Borrower Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date and after giving effect to the Transactions occurring on the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its such Subsidiaries have been validly issued, and to the extent such concepts exist with respect to such Equity Interests, are fully paid and, in the case of Equity Interests representing corporate interests, and nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under by Section 7.01. As of the Closing Date and after giving effect to the Transactions occurring on the Closing Date, Schedule 5.11 sets forth (a) sets forth the name legal name, company registration number (if any) and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Restricted Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged pledged, charged and/or mortgaged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries each Subsidiary of Holdings have been validly issued, and as to any Subsidiaries which are corporations, are fully paid andand nonassessable, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings Holdings, the Borrower or any other Loan Party of its Restricted Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01Permitted Lien. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary in the Borrower and each of their SubsidiariesSubsidiary, including the percentage of such ownership and ownership, (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee RequirementRequirement and (d) identifies the Unrestricted Subsidiaries and the Native American Subsidiaries.

Subsidiaries; Equity Interests. As of the Closing Date, neither the no Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrowers and the Subsidiaries of any Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings any Parent or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingseach Parent, the Parent Borrower Borrowers and any each of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.. Section 5.12

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Parent Borrower and its each of Holdings’ other Subsidiaries have been validly issued, are fully paid andand non-assessable (other than pledged equity consisting of limited liability company interests or partnership interests which, in pursuant to the case of Equity Interests representing corporate interestsrelevant organizational or formation documents, nonassessable cannot be fully paid and non-assessable) and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b7.01(c), (op), (wy) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b7.01(c) and (op)) and (ffii) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) 5.12 together with any amendment thereto sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11‎5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid andand nonassessable (other than equity consisting of limited liability company interests or partnership interests which, in pursuant to the case of Equity Interests representing corporate interestsrelevant organizational or formation documents, nonassessable and, on the Closing Date, cannot be fully paid and nonassessable) and all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section ‎Section 7.01. As of the Closing Date, Schedule 5.11 ‎5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the no Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrowers and the Subsidiaries of any Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings any Parent or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingseach Parent, the Parent Borrower Borrowers and any each of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity #93847511v24 Interests in the Parent Borrower and its the Subsidiaries of the Parent have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings the Parent or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingsthe Parent, the Parent Borrower and any each of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.115.11 hereto, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Parent each Borrower and its each of Holdings’ other Subsidiaries have been validly issued, are fully paid andand non-assessable (other than pledged equity consisting of limited liability company interests or partnership interests which, in pursuant to the case of Equity Interests representing corporate interestsrelevant organizational or formation documents, nonassessable cannot be fully paid and non-assessable) and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) 133 those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b7.01(c), (op), (wy) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b7.01(c) and (op)) and (ffii) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) 5.12 together with any amendment thereto sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.11Section 5.11 of the Confidential Disclosure Letter, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents or under the ABL Facility Documenta tion (which Liens shall be subject to the ABL Intercreditor Agreement) and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership owner ship interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage percent age of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.. Section 5.12

Subsidiaries; Equity Interests. As of the Closing DateFourth Amendment and Restatement Effective Date (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.115.11 hereto, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Fourth Amendment and Restatement Effective Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Fourth Amendment and Restatement Effective Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date and after giving effect to the Transactions occurring on the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its such Subsidiaries have been validly issued, and to the extent such concepts exist with respect to such Equity Interests, are fully paid and, in the case of Equity Interests representing corporate interests, and nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings Borrower or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under by Section 7.01. As of the Closing Date and after giving effect to the Transactions occurring on the Closing Date, Schedule 5.11 sets forth (a) sets forth the name legal name, company registration number (if any) and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Restricted Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged pledged, charged and/or mortgaged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing DateAmendment and Restatement Effective Date (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.115.11 hereto, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such material Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Amendment and Restatement Effective Date, Schedule 5.11 Schedules 1(a) and 5(a) to the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Amendment and Restatement Effective Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its the Subsidiaries of any Parent have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings any Parent or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdingseach Parent, the Parent Borrower and any each of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.. Section 5.12

Subsidiaries; Equity Interests. As of the Closing DateDate (after giving effect to the Transactions), neither the Parent Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in on Schedule 5.11, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in the Parent Borrower and its such Subsidiaries have been validly issued, issued and are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, and all Equity Interests owned directly or indirectly by Holdings or any other a Loan Party (or a Subsidiary of any Loan Party) in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, Documents or under the Second Lien Loan Documents (which Liens shall be subject to the Closing Date Intercreditor Agreement) and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 Schedules 1 and 9 of the Perfection Certificate (a) sets set forth the name and jurisdiction of organization or incorporation of each SubsidiaryDomestic Subsidiary that is a Loan Party, (b) sets set forth the ownership interest of Holdings, the Parent AMERICAS 94626185 Borrower and any of their Subsidiaries other Subsidiary thereof in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies identify each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, and nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ffgg) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their respective Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.