[Section 4.6(a)] of the EnTrust Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of each Subsidiary of each EnTrust Contributed Entity and the beneficial and record owner of such issued and outstanding Equity Interests. All such issued and outstanding Equity Interests # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority). EP Partners does not have (and never has had) any Subsidiaries, except as contemplated by the Restructuring.

All of the issued and outstanding Equity Interests of each EnTrust Entity and of EP Partners # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record by the EnTrust Record Owners, free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by # securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority and # the agreements listed in [Section 4.5(b)] of the EnTrust Disclosure Schedule).

[Section 5.6(a)] of the Permal Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of each Subsidiary of each Permal Contributed Entity and the beneficial and record owner of such issued and outstanding Equity Interests. All such issued and outstanding Equity Interests # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority). The Company does not have (and never has had) any Subsidiaries.