As of the Closing Date, Schedule 5.22 sets forth a true, complete and accurate description of the equity capital structure of each of the Borrower’s Subsidiaries showing, for each such Person, accurate ownership percentages of the equityholders of record.  Except as set forth on Schedule 5.22 , as of the Closing Date (a) there are no preemptive rights, outstanding subscriptions, warrants or options to purchase any Equity Interests of any Credit Party and (b) there are no obligations of any Credit Party to redeem or repurchase any of its Equity Interests.  The Equity Interests of each Credit Party described on Schedule 5.22 (i) are validly issued and fully paid and non-assessable (to the extent such concepts are applicable to the respective Equity Interests and subject to the assessability of the shares to a Nova Scotia unlimited company under the Companies Act (Nova Scotia)) and (ii) are owned of record and beneficially as set forth on Schedule 5.22 , free and clear of all Liens (other than Liens created under the Security Documents).  The Organizational Documents of each such Person whose Equity Interests are subject to the Liens created under the Loan Documents with the exception of any Equity Interests in an unlimited company under the Companies Act (Nova Scotia) do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Liens created under the Loan Documents.