Capital Structure. [Schedule 9.1.4(a)] shows, for each Borrower and, as of the Closing Date, each Borrower’s Domestic Subsidiaries, if any, its name, jurisdiction of organization, authorized and issued Equity Interests, the holders of its Equity Interests (except for in the case of [[Borrower:Organization]]), and agreements binding on such holders with respect to such Equity Interests. Each Borrower has good title to its Equity Interests in its Domestic Subsidiaries, and all such Equity Interests are duly issued, fully paid and non-assessable. Except as provided in or as a result of Borrowers’ Stock Option Plans set forth on [Schedule 9.1.4(b)], there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Borrower or its Domestic Subsidiaries.

Subsidiaries; Corporate Structure. [Schedule 4.11] sets forth, as of the Closing Date, # a list of all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of formation and the outstanding Equity Interests therein and the percentage of each class of such Equity Interests owned by the Borrower and its Subsidiaries, and # an indication of such Subsidiaries of the Borrower that are [[Organization A:Organization]]. The Equity Interests indicated as owned (or to be owned) by the Borrower and its Subsidiaries on [Schedule 4.11] are fully paid and non-assessable, to the extent such concept is applicable thereto.

Section # Subsidiaries; Equity Interests. As of the Agreement Date, no Borrower has any direct or indirect Subsidiaries or investments (other than Cash Equivalents) in, or joint ventures or partnerships with, any Person, except as disclosed in [Schedule 5.13]. Such Schedule sets forth # the name and jurisdiction of organization or incorporation of each Subsidiary, # the ownership interest of each Borrower and their respective Subsidiaries in each of their respective Subsidiaries, including the percentage of such ownership and # identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral Requirement. No Borrower nor any of its Subsidiaries has issued any Disqualified Equity Interests and there are no outstanding options or warrants to purchase Equity Interests of any Borrower or any of its Subsidiaries of any class or kind, and there are no agreements, voting trusts or understandings with respect thereto or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other rights with respect thereto, whether similar or dissimilar to any of the foregoing. All of the issued and outstanding Equity Interests owned by any Borrower in its Subsidiaries have been duly authorized and issued and are fully paid and non-assessable and are free and clear of all Liens other than Liens in favor of the Administrative Agent under the Collateral Documents.

Section #13Subsidiaries. Borrower has no Subsidiaries other than those listed on [Schedule 6.13] (and those Subsidiaries formed or acquired after the Closing Date in compliance with Section 7.13), and [Schedule 6.13] sets forth, as of the Closing Date, the jurisdiction of incorporation or organization of each such Subsidiary and the percentage of Borrower’s ownership interest in such Subsidiary. All of the outstanding capital stock or other equity interests of each Subsidiary described on [Schedule 6.13] has been validly issued, is fully paid, and is nonassessable. Except as set forth on [Schedule 6.13] or as created by the Loan Documents, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any equity interests of Borrower or any Subsidiary.