Subsidiaries. Set forth on [Schedule 5.08]-1 is a complete and accurate list as of the Closing Date of each Subsidiary of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, as of the Closing Date, # its exact legal name and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure, in each case pursuant to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.

SECTION # Subsidiaries. Set forth on [Schedule 5.08]-1 is a complete and accurate list as of the Closing Date of each Subsidiary of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, asAs of the Closing Date, all of the outstanding Equity Interests in the ​ and its Subsidiaries have been validly issued and are fully paid and (if applicable) non-assessable, and all Equity Interests owned by Holdings (in the ​), and by the ​ or any Subsidiary Guarantor in any of their respective Subsidiaries are owned free and clear of all Liens of any Person except # its exact legalthose Liens created under the Collateral Documents and # any Lien that is permitted under [Section 7.01]. As of the Closing Date, [Schedule 5.12] # sets forth the name and statejurisdiction of organization,each Subsidiary, # its chief executive office address,sets forth the ownership interest of Holdings, the ​ and each Subsidiary in each Subsidiary, including the percentage of such ownership and # its organizational identification number and # whether any such Loan Party has, duringidentifies each Subsidiary that is a Subsidiary the five years precedingEquity Interests of which are required to be pledged on the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure, in each case pursuant to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.the Collateral Documents.

5.8Subsidiaries. [Schedule 5.08]-1 is a complete and8] contains an accurate list asof all Subsidiaries of the Closing Date of each Subsidiary of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, as of the Closing Date, # its exact legal namesetting forth their respective jurisdictions of organization and statethe percentage of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidationtheir respective capital stock or other change in structure, in each case pursuant to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.ownership interests owned by the

Subsidiaries; Corporate Structure. [Schedule 5.08]-1 is a complete and accurate list as of the Closing Date of each Subsidiary of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-24.11] sets forth, as of the Closing Date, # its exact legal namea list of all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of formation and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure, in each case pursuant to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests therein and the percentage of each Restricted Subsidiaryclass of such Equity Interests owned by the Borrower and its Subsidiaries, and # an indication of such Subsidiaries of the Borrower that are validly issued,​. The Equity Interests indicated as owned (or to be owned) by the Borrower and its Subsidiaries on [Schedule 4.11] are fully paid and, if a corporation, non‑assessable.and non-assessable, to the extent such concept is applicable thereto.

Subsidiaries. Set forth on [Schedule 5.08]-1 is a complete and accurate list asAs of the Closing DateDate, [Schedule 7.16] is a correct and complete list of the names and relationship to each Borrower of each Subsidiaryand all of the Borrower, together with #Borrowers’ Subsidiaries and such Schedule sets forth each Borrower’s direct and indirect equity interest in each Subsidiary. As of the jurisdiction of incorporation or organizationClosing Date, the outstanding shares of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equitySubsidiary owned directly or indirectly by theeach Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, as of the Closing Date, # its exact legal name and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure, in each case pursuant to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are duly authorized, validly issued, fully paid and, if a corporation, non‑assessable.and nonassessable.

Section # Subsidiaries; Equity Interests. As of the Closing Date of each Subsidiary(after giving effect to the Transactions), no Loan Party has any Subsidiaries (other than Excluded Subsidiaries pursuant to [clause (b)] of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if lessdefinition thereof) other than 100%those specifically disclosed in [Schedule 5.11], an indication of the percentageand all of the outstanding equityEquity Interests owned directly or indirectly by the BorrowerLoan Parties (or a Subsidiary of any Loan Party) in such Subsidiary,material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except # an indication of whether such Subsidiarythose created under the Collateral Documents and # any Lien that is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, aspermitted under ‎[Section 7.01]. As of the Closing Date, [Schedules 1(a)] and 9(a) to the Perfection Certificate # its exact legalset forth the name and statejurisdiction of organization, # its chief executive office address,each Domestic Subsidiary that is a Loan Party and # its organizational identification numberset forth the ownership interest of the Borrower and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure,Guarantor in each casewholly owned Subsidiary (other than Excluded Subsidiaries pursuant to this [clause (d)(b)] of the definition thereof), in respectincluding the percentage of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.such ownership.

Subsidiaries. Set forth on [Schedule 5.08]-1 is a complete and8] contains an accurate list of all Subsidiaries of the Borrower as of the Closing Datedate of each Subsidiarythis Agreement, setting forth their respective jurisdictions of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication ofand the percentage of the outstanding equitytheir respective capital stock or other ownership interests owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, asor other Subsidiaries. All of the Closing Date, # its exact legal nameissued and stateoutstanding shares of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidationcapital stock or other change in structure, in each case pursuantownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiarysuch ownership interests) duly authorized and issued and are validly issued, fully paid and, if a corporation, non‑and non-assessable.

Section #13Subsidiaries. Borrower has no Subsidiaries other than those listed on [Schedule 5.08]-1 is a complete6.13] (and those Subsidiaries formed or acquired after the Closing Date in compliance with [Section 7.13]), and accurate list[Schedule 6.13] sets forth, as of the Closing Date of each Subsidiary of the Borrower, together with #Date, the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication ofSubsidiary and the percentage of Borrower’s ownership interest in such Subsidiary. All of the outstanding capital stock or other equity owned directlyinterests of each Subsidiary described on [Schedule 6.13] has been validly issued, is fully paid, and is nonassessable. Except as set forth on [Schedule 6.13] or indirectlyas created by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, as of the Closing Date, # its exact legal name and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidationDocuments, there are no outstanding subscriptions, options, warrants, calls, rights or other change in structure, in each case pursuantagreements or commitments of any nature relating to this [clause (d)], in respectany equity interests of whichBorrower or any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.Subsidiary.

SECTION # Subsidiaries. Set forth on [Schedule 5.08]-1 is a complete and accurate list3.18] identifies as of the ClosingEffective Date of each Subsidiary of the Borrower, together withnoting # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. ForRestricted Subsidiary or an Unrestricted Subsidiary, # whether such Subsidiary is a Material Domestic Subsidiary or a Borrowing Base Property Subsidiary, # the jurisdiction of its incorporation or organization, as applicable and # the percentage of issued and outstanding shares or other equity interests of each Loan Party, [Schedule 5.08]-2 sets forth,class of Equity Interests issued by such Subsidiary and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the Closing Date, # its exact legal name and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation,outstanding shares or # been party to a merger, consolidation or other change in structure, in each case pursuant to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restrictedsuch Subsidiary are validly issued,issued and outstanding and, to the extent applicable, fully paid and not assessable and, if a corporation, non‑assessable.as of the Effective Date, all such shares or other Equity Interests are owned, beneficially and of record, by the Loan Parties free and clear of all Liens other than Liens created under the Loan Documents and restrictions on transfer imposed by applicable securities laws and other Liens permitted hereunder that arise by operation of law. As of the Effective Date, there are no outstanding commitments or other obligations of any Restricted Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares or other equity interests of any class of Equity Interests of any Restricted Subsidiary.

Section # Subsidiaries. Set[Schedule 4.14] sets forth on [Schedule 5.08]-1 is a complete and accurate list asthe name of, the ownership interest of the Closing Date of each Subsidiary of the Borrower, together with #applicable Loan Party in, the jurisdiction of incorporation or organization of, and the type of each such Subsidiary, # if less than 100%, an indicationSubsidiary of the percentage ofBorrower and the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether suchother Loan Parties and identifies each Subsidiary that is a Guarantor. For eachSubsidiary Loan Party, [Schedule 5.08]-2 sets forth,in each case as of the Closing Date, # its exact legal name and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure, in each case pursuant to this [clause (d)], in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.Date.