Except as set forth on Schedule 3.1(a) , the Company has no direct or indirect Subsidiaries other than the Subsidiaries. The Company owns, directly or indirectly, all of the capital stock of the Bank or comparable equity interests of each Subsidiary, and such interests are, except as set forth on Schedule 3.1(a) , owned free and clear of any and all Liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable, and free of preemptive and similar rights to subscribe for or purchase securities.