[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.

[Section 4.4(a)] of the Company Disclosure Schedule sets forth # for the Company and each of its Subsidiaries, as of the Execution Date, the number of shares of capital stock or other equity interests of the Company and its Subsidiaries which are authorized and which are issued and outstanding, and # for the Company, the name of each Equity Holder and the type and number of shares of Company Stock held by such Equity Holder. All of the issued and outstanding shares of capital stock or other equity interests of the Company and each of its Subsidiaries # are duly authorized and validly issued and, if applicable, are fully paid and nonassessable, free and clear of all Liens, preemptive rights, rights of first refusal, restrictions on voting and restrictions on transfer, other than # Liens securing Closing Date Indebtedness to be Repaid, # limitations imposed by Purchaser, # Liens set forth in the Organizational Documents, # Liens imposed by federal, state and/or foreign securities Laws, and # as disclosed in [Section 4.4(a)] of the Company Disclosure Schedule, and # were, to the Knowledge of the Company, issued in material compliance with applicable Law. The Company owns, directly or indirectly, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary, free and clear of all Liens, preemptive rights, rights of first refusal, restrictions on voting and restrictions on transfer, other than # Liens securing Closing Date Indebtedness to be Repaid, # limitations imposed by Purchaser, # Liens set forth in the Organizational Documents, # Liens imposed by federal, state and/or foreign securities Laws, and # as disclosed in [Section 4.4(a)] of the Company Disclosure Schedule.

[Section 4.4(e)] of the Company Disclosure Schedule lists the Subsidiaries of the Company and, except for such Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other equity interest in any Person. Except as otherwise set forth in [Section 4.4(e)] of the Company Disclosure Schedule, none of the Company’s Subsidiaries owns or has any interest in, directly or indirectly, any capital stock or other equity interest in any Person.

[Section 4.11(b)] of the Company Disclosure Schedule sets forth a complete list of each parcel of real property owned by the Company or any of its Subsidiaries, including the street address therefor (the “Owned Real Property”). Neither the Company nor any of its Subsidiaries owns in fee any real property other than the Owned Real Property. The Company has made available to Purchaser true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or its Subsidiary acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and its Subsidiaries and relating to the Owned Real Property.

[Section 4.13(a)] of the Company Disclosure Schedule sets forth a list of all of the following Contracts as of the Execution Date (other than any such Contract solely by or between the Company and its Subsidiaries) to which the Company or any Subsidiary of the Company is a party or by which it is bound (collectively, the “Material Contracts”):

[Section 4.14(a)] of the Company Disclosure Schedule sets forth # a list of the twenty (20) largest customers (measured by dollar volume of sales to such customers) of the Company and its Subsidiaries, taken as a whole, for each of the two (2) most recent fiscal years (collectively, the “Material Customers”) and # the amount of consideration paid by each Material Customer during such periods. Except as set forth in [Section 4.14(a)] of the Company Disclosure Schedule, the Company has not received any notice, and has no reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company and its Subsidiaries.

[Section 4.15(a)] of the Company Disclosure Schedule lists all # Company IP Registrations and # Company Intellectual Property, including software, that are not registered but that are material to the business of the Company and its Subsidiaries. All required filings and fees related to the Company IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Company IP Registrations are otherwise in good standing.

[Section 4.16(a)] of the Company Disclosure Schedule sets forth a list of all “employee benefit plans” as that term is defined in [Section 3(3)] of ERISA, and any material benefit plan, program, contract or arrangement, whether or not subject to ERISA, providing for group or individual # pension, retirement, profit-sharing, deferred compensation, equity or equity-based compensation, employee stock ownership, # health, welfare life insurance, or disability benefits, # bonus, severance, salary continuation, retention, change-in-control payments, # vacation, sick leave, or other paid time off, and # fringe benefit plans, but excluding government programs and statutory benefits, that are currently adopted, maintained by, sponsored or contributed to by the Company or its Subsidiaries (collectively, the “Benefit Plans”).

This ‎[Section 7.10] is intended only to define the relative rights of the Loan Parties and nothing set forth in this ‎[Section 7.10] is intended to or shall impair the Secured Obligations of the Loan Parties, jointly and severally, to pay any amounts and perform any Secured Obligations as and when the same shall become due and payable or required to be performed in accordance with the terms of this Agreement, any other Loan Document, the Specified Hedging Agreements and/or the Bank Product Agreements, as the case may be. Nothing contained in this ‎[Section 7.10] shall limit the liability of the Borrower to pay the Loans and other Credit Extensions made to the Borrower and accrued interest, Fees and expenses with respect thereto and the Specified Hedging Agreement Obligations and the Bank Product Obligations of the Borrower and its Subsidiaries, in each case, for which Borrower and its Subsidiaries, as applicable, shall be primarily liable.

This [Section 3.12] shall survive any termination of this Master Agreement and any termination of this Master Agreement shall not prejudice the rights of the Master Servicer to recover any amounts due to the Master Servicer under this Master Agreement.