Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, (i)  with respect to each Subsidiary, its state of organization, (ii) with respect to each Restricted Subsidiary, all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) with respect to each Subsidiary, the percentage of Capital Stock owned by the Borrower and/or by any other Subsidiary and (iv) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization and (ii) the percentage of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding Capital Stock of each Subsidiary of the Borrower is validly issued, and all of the outstanding shares of Capital Stock of each Subsidiary of the Borrower are fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.