As of the Closing Date, [Schedule 3.05(b)] contains a true and complete list of each ownership and leasehold interest in Real Property # owned by any Company and describes the type of interest therein held by such Loan Party, the common street address, and the name of the Loan Party that owns such Real Property and # leased, subleased, licensed or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, the name of the Loan Party that leases such Real Property, a description of the lease, sublease, license, use or occupancy agreement pursuant to which such rights have been granted, and the parties to such agreement (collectively, the “Real Property Leases”). Each Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation on the applicable Loan Party which is a party to it, enforceable in accordance with its terms, No Loan Party, nor to the Company’s knowledge any other party, is in breach or default under such Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease, and no Loan Party nor the Company has subleased, licensed, or otherwise granted to any Person the right to use or occupy any Real Property.

[Schedule 3.2(a)] accurately and completely sets forth the capital structure of each Group Company, including the number of shares of capital stock or other equity interests which are authorized and which are issued and outstanding. All of the Units and any other issued and outstanding shares of capital stock or other equity interests of each Group Company are # except to the extent such concepts are not applicable under the applicable Law of such Group Company’s jurisdiction of incorporation, formation or organization (as applicable) or other applicable Law, duly authorized and validly issued and are fully paid and non-assessable, # are held of record by the Persons and in the amounts set forth on [Schedule 3.2(a)], and (iii) were not issued or acquired by the holders thereof in violation of any Law, contract or the preemptive rights of any Person.

[Schedule 3.2(c)] sets forth the name, owner, jurisdiction of incorporation, formation or organization (as applicable) and percentages of outstanding equity securities owned by each Group Company, with respect to each Person (other than a Group Company) that has issued capital stock or other equity interests owned by such Group Company.

[Schedule 3.11(a)] sets forth a true and complete list of all material Employee Benefit Plans.

[Schedule 3.20(a)] contains a list of # the twenty (20) largest clients or customers, including any insurance companies under any Program Agreement (the “Material Customers”) of the Group Companies (measured by revenue), # the twenty (20) largest insurance carriers for which the Group Companies write policies (measured by revenue) (the “Material Carriers”), and # the twenty (20) largest Vendors (the “Material Vendors”) of the Group Companies (measured by aggregate spend), in each case for the twelve (12) months ended December 31, 2017.

[Schedule 3.21(c)] sets forth a true and complete list of the top 20 Third-Party Agents of the Group Companies based on aggregate dollar amount of production for the twelve (12) month period ending December 31, 2017 (collectively, the “Top Producers”). No Top Producer has # materially reduced the amount of business it transacts with the Group Companies or # given notice to any Group Company in writing that it intends to materially reduce the amount of business it transacts with the Group Companies.

[Schedule 3.20(a)] sets forth a complete and accurate list of all employees of the Company as of the date of this Agreement and the Closing Date showing for each as of that date # the employee’s name, employer, job title or description, location, salary level (including any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the Company)), # any bonus, commission or other remuneration other than salary paid during the Company’s fiscal year ending December 31, 2018 and # any wages, salary, bonus, commission or other compensation due and owing to each employee for the fiscal year ending December 31, 2019. Except as set forth on [Schedule 3.21(a)], no employee is a party to a written employment agreement or contract with the Company and each is employed “at will”. The Company has paid in full to all employees all wages, salaries, commission, bonuses and other compensation due, including overtime compensation, and there are no severance payments which are or could become payable by the Company to any employees under the terms of any written or, to the Knowledge of the Company, oral agreement, or commitment or any Law, custom, trade or practice.

[Schedule 3.20(b)] contains a list of all independent contractors (including consultants) currently engaged by the Company, along with the position, date of retention and rate of remuneration, most recent increase (or decrease) in remuneration and amount thereof, for each such Person.

[Schedule 3.1(d)] to the Participation Agreement is hereby deleted in its entirety and replaced with the [Schedule 3.1(d)] attached hereto as [Annex A].

[Schedule 3].11A sets forth, as of the Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Borrower or any Subsidiary in, # each Subsidiary and # each joint venture in which the Borrower or any Subsidiary owns any Equity Interests, and identifies each Unrestricted Subsidiary.