Subsidiaries; Equity Interests. As of the Closing Date, no Loan Party (to the extent such Loan Party was a Loan Party on the Closing Date) has any Subsidiaries other than those specifically disclosed in [Schedule 6.13], and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are directly or indirectly owned by a Loan Party (except for certain immaterial director’s qualifying shares and as a result of the PDH Minority Interest) free and clear of all Liens except those created under the Collateral Documents and as otherwise disclosed in [Schedule 6.13]. All of the outstanding Equity Interests in each Loan Party and its Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization).

Equity Interests. As of the date hereof or as of the date of the most recent Compliance Certificate, the Equity Interests required to be pledged hereunder by each Grantor that owns any Equity Interests (excluding pledges of interests in Equity Interests solely permitted as a result of [Sections 9-406, 9-407, 9-408 or 9-409]9]9]9] of the UCC) consist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of other Equity Interests (in the case of issuers other than corporations) described opposite such Grantor’s name in Annex A.

Equity Interests. Each Pledge Agreement, together with the Uniform Commercial Code financing statements to be filed in connection therewith as provided therein, is in form sufficient to, and upon such filing and delivery as provided in the Pledge Agreement will, create in favor of the Agent a valid, perfected, first priority Lien and security interest upon and in respect of the Collateral (as defined in such Pledge Agreement) enforceable by the Agent in accordance with the terms thereof.

Unvested Equity Interests. Pursuant to the terms of Employee’s Restricted Stock Award Agreements, Restricted Stock Unit Agreements (“RSUs”), Stock Option Agreements, and Performance Award Agreements, all unvested awards as of the Separation Date are forfeited and cancelled. The Company agrees, however, in exchange for the terms of this Agreement, to pay Employee a cash payment, less applicable withholdings, based on the cash value of the unvested RSUs which are outstanding on the Separation Date. This equity-offset payment will not include payment regarding any RSUs that are vested on or before the Separation Date. Unvested awards will be valued based on the percentage of the vesting period for

Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests, the Senior Notes Debt and the Warrant Transactions by Parent, Borrower will not, and will not permit Parent or any other Subsidiary of Parent to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests. Notwithstanding the foregoing, ​ Middle East shall be permitted to issue its Equity Interests to UAE Sponsor and enter into all agreements and arrangements in connection with such issuance, so long as # UAE Sponsor at no time holds more than 51% of the total issued and outstanding Equity Interests in ​ Middle East, # ​ Ireland at all times holds 100% of the total issued and outstanding Equity Interests in ​ Middle East not held by UAE Sponsor, # UAE Sponsor's ownership of such Equity Interests in ​ Middle East is subject to the ​ Middle East Governing Documents, # UAE Sponsor and ​ Ireland are party to the ​ Middle East Shareholders Agreement; # pursuant to the ​ Middle East Loan Agreement, UAE Sponsor has created a first fixed charge over its Equity Interests in ​ Middle East in favor of ​ Ireland and has assigned to ​ Ireland all dividends, interest, and other income attaching to its Equity Interests in ​ Middle East or in any way arising out of or in connection with UAE Sponsor's ownership of its Equity Interests in ​ Middle East at any time after the date of such ​ Middle East Loan Agreement, # ​ Ireland has, at all times, a duly executed and effective power of attorney granted by UAE Sponsor in its favor in respect of UAE Sponsor's Equity Interests in ​ Middle East, and ​ Middle East General Manager has, at all times, a duly executed and effective power of attorney granted by ​ Middle East in its favor in respect of the management and operation of ​ Middle East in the Emirate of Abu Dhabi and the United Arab Emirates, in each case, in form and substance satisfactory to Agent (collectively, the "UAE Powers of Attorney"), # UAE Sponsor and ​ Ireland are party to the ​ Middle East Sponsor Services Agreement, and # ​ Ireland and ​ Middle East are party to the ​ Middle East Management Services Agreement.

Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests, no Borrower shall, and no Borrower shall permit any of its Subsidiaries to, issue or sell any of its Equity Interests.

Schedule #(b) Equity Interests; Subsidiaries

Section # Equity Interests and Subsidiaries

Section # Subsidiaries; Equity Interests 164163

100 SECTION 5.12 Subsidiaries; Equity Interests