The authorized equity interests of the Company consist of 50,000,000 shares of preferred stock, par value $0.01 per share, and 1,000,000,000 shares of Common Stock. All of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, conform to the description thereof contained in the Company SEC Documents in all material respects and are not subject to any preemptive right, resale right, right of first refusal or similar right.  Other than awards issued pursuant to the Company’s Long-Term Incentive Plan, no options, warrants or other rights to purchase or exchange any securities for shares of the Company’s capital stock are outstanding, except as disclosed in the Company SEC Documents.  All of the issued shares of capital stock or other equity interests of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (“ Liens ”), except as described in the Company SEC Documents.