As of the Refinancing Effective Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in the Borrower and the Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Refinancing Effective Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, Schedule 5.12(b)  sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and Schedule 5.12 (c)  identifies each Person the Equity Interests of which are required to be pledged on the Refinancing Effective Date pursuant to the Collateral and Guarantee Requirement.