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Subsidiary Capitalization. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and, except to the extent set forth in the Registration Statement, the Prospectus and the Prospectus Supplement, are owned by the Company directly or indirectly through one or more wholly-owned Subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

Subsidiary Capitalization.Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of each Subsidiarysuch Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and validly issued,issued and are fully paid and non-assessable and, except to the extent set forth in the Registration Statement, the Prospectus and the Prospectus Supplement, are owned by the Company directly or indirectly through one or more wholly-owned Subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.nonassessable.

Subsidiary Capitalization. All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in [Schedule 5.4] as being owned by the Company and its Subsidiaries have been duly authorized and validly issued, areare, to the extent such Subsidiary is a corporation, fully paid and non-assessable and, except to the extent set forth in the Registration Statement, the Prospectusassessable, and the Prospectus Supplement, are owned by the Company directly or indirectly through one or more wholly-owned Subsidiaries,another Subsidiary free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.Lien that is prohibited by this Agreement.

Subsidiaries. All of the direct and indirect Significant Subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each such Subsidiary Capitalization. Allfree and clear of any Liens, and all of the issued and outstanding shares of capital stock of each such Subsidiary have been duly authorizedare validly issued and validly issued, are fully paid andpaid, non-assessable and, except to(to the extent set forth in the Registration Statement, the Prospectussuch concept applies under relevant law) and the Prospectus Supplement, are owned by the Company directlyfree of preemptive and similar rights to subscribe for or indirectly through one or more wholly-owned Subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.purchase securities.

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