(a)  The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of the Borrower as of the Closing Date.  Schedule 4.14 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party.  All Capital Stock of each Group Member has been validly issued, are (as applicable) fully paid and nonassessable and are free and clear of all Liens other than Permitted Liens.