(a) Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, Schedule 5.15 sets forth (i) the name and jurisdiction of formation or incorporation of each Group Member and, as to each such Group Member (other than the Borrower and Target and its Subsidiaries), states the authorized and issued capitalization of such Group Member, the beneficial and record owners thereof and the percentage of each class of Capital Stock owned by any Loan Party and (ii) each Immaterial Subsidiary as of the Closing Date, (b) except as disclosed on Schedule 5.15 or as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, after giving effect to the consummation of the Transactions, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees, independent contractors or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Restricted Subsidiary, except as created by the Loan Documents or as permitted hereby, and (c) as of the Closing Date, each Domestic Subsidiary (other than the Target and its Subsidiaries) that is not a Subsidiary Guarantor is an Immaterial Subsidiary or an Unrestricted Subsidiary.  Except as listed on Schedule 5.15, as of the Closing Date, neither the Borrower nor any Restricted Subsidiary owns any interests in any joint venture, partnership or similar arrangements with any Person.