Borrower (a) has no Subsidiaries, except as may be disclosed on Schedule 3.17 (the “ Organizational Structure Table ”) and (b) is not engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of Borrower are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of Borrower and each Subsidiary of Borrower, if any, is owned by each of the Persons and in the amounts set forth on the Organizational Structure Table. Except as set forth on the Organizational Structure Table, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which Borrower may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth on the Organizational Structure Table is a true and complete organizational chart for Borrower and its Subsidiaries, which the Credit Parties shall update upon notice to Agent promptly following the incorporation, organization or formation of any Subsidiary.