Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.18(a)] is the following information which is true and complete in all respects as of the Closing Date: # a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date, # the number of shares of each class of Equity Interests in each Subsidiary outstanding, # the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries, # the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.), and # whether each Subsidiary is a Material Subsidiary as of the Closing Date. The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens (other than Permitted Liens). There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party (other than the Borrower) or any Subsidiary thereof, except as not prohibited under the Loan Documents.

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.18(a)] of the Disclosure Letter, is the following information which is true and complete in all respects as of the Closing Date: # a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties, # the number of shares of each class of Equity Interests in each Subsidiary outstanding, # the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and # the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued and are owned free and clear of all Liens (other than Permitted Liens). There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than compensatory equity awards granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as not prohibited under the Loan Documents.

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.18(a)] (other than Foreign Subsidiaries that are Immaterial Subsidiaries) is the following information which is true and complete in all respects as of the Closing Date: # a complete and accurate list of all Subsidiaries and Joint Ventures of the Loan Parties as of the Closing Date; # the number of shares of Equity Interests in each Wholly-Owned Domestic Subsidiary outstanding; and # the number or percentage of outstanding shares of Equity Interests of such Subsidiaries and Joint Ventures owned by the Loan Parties (other than Immaterial Subsidiaries). The outstanding Equity Interests in all Wholly-Owned Domestic Subsidiaries are validly issued, fully paid and, to the extent applicable, non-assessable and are owned free and clear of all Liens other than Permitted Liens. Except as set forth on [Schedule 5.18(a)], there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) for the purchase or 1204724.01-CHISR02A - MSW

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.18(a)] is the following information which is true and complete in all respects as of the Closing Date: # a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties, # the number of shares of each class of Equity Interests in each Subsidiary outstanding, # the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and # the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued and are owned free and clear of all Liens (other than Permitted Liens). There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than compensatory equity awards granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as not prohibited under the Loan Documents.

. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than # any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on [Schedule 6.1.2] hereto (excluding [[Borrower:Organization]] Assurance); # any Subsidiary formed under the laws of the United States or a state thereof after the Closing Date which joins this Agreement as a Guarantor pursuant to [Section 11.13] [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; # Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, # Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, # Persons acquired in accordance with [Section 8.2.6(iv)], which join this Agreement as Guarantors pursuant to [Section 11.13] [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on [Schedule 8.2.9] and to the extent permitted by [Section 8.2.4(vii)] [Loans and Investments], each of the Loan Parties shall not become or agree to # become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, # become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or # become a party to a Joint Venture.

Partnerships; Joint Ventures; Subsidiaries. Except as disclosed on [Schedule 5.1(c)], the Borrower has no Subsidiaries as of the Closing Date. [Schedule 5.1(c)] sets forth, for each Person set forth thereon and, with respect to [clause (ii)] below, the Borrower, a complete and accurate statement of # the percentage ownership of each such Person by the Borrower or applicable Subsidiary of the Borrower as of the Closing Date and # the state or other jurisdiction of incorporation or formation, as appropriate, of each such Person as of the Closing Date.

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.20(a)], is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14: # a complete and accurate list of all Subsidiaries, joint ventures and

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.20(a)], is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.13 and 6.144]: # a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.13 and 6.144], # the number of shares of each class of Equity Interests in each Subsidiary outstanding, # the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and # the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens other than Liens in favor of the Administrative Agent. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than equity incentive awards granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents or as set forth on [Schedule 5.20(a)].

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.18(a)] (other than Foreign Subsidiaries that are Immaterial Subsidiaries) is the following information which is true and complete in all respects as of the Closing Date: # a complete and accurate list of all Subsidiaries and Joint Ventures of the Loan Parties as of the Closing Date; # the number of shares of Equity Interests in each Wholly-Owned Domestic Subsidiary outstanding; and # the number or percentage of outstanding shares of Equity Interests of such Subsidiaries and Joint Ventures owned by the Loan Parties (other than Immaterial Subsidiaries). The outstanding Equity Interests in all Wholly-Owned Domestic Subsidiaries are validly issued, fully paid and, to the extent applicable, non-assessable and are owned free and clear of all Liens other than Permitted Liens. Except as set forth on [Schedule 5.18(a)], there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) for the purchase or acquisition of the Equity Interests of any Loan Party or any Subsidiary (other than Immaterial Subsidiaries), except as contemplated in connection with the Loan Documents.

Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on [Schedule 5.20(a)] a complete and accurate list of: # all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date; and # the ownership of shares of each class of Equity Interests in each such Subsidiary outstanding on the Closing Date. The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens (other than Permitted Liens).