All of the direct and indirect subsidiaries of the Company are set forth in the Prospectus and Prospectus Supplement. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock 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. Except as limited by applicable law, the Company or one of its Subsidiaries has the unrestricted right to vote, and to received dividends and distributions on, all capital securities of its Subsidiaries owned by the Company or such Subsidiary. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.