Each Borrowing Subsidiary is a Wholly-Owned Subsidiary of the Parent, all of the issued and outstanding shares of capital stock of which are owned by the Parent and/or one or more of its Wholly-Owned Subsidiaries (other than, in the case of any Subsidiary that is not organized under the laws of any political subdivision of the United States, with respect to any directors’ qualifying shares required by the laws of the jurisdiction where such Subsidiary is organized).