As of the Closing Date, Schedule 5.22(a) sets forth a true, complete and accurate description of the equity capital structure of each direct and indirect Subsidiary of the Borrower (other than Inactive Subsidiaries and Immaterial Subsidiaries) showing, for each such Person, accurate ownership percentages of the equityholders of record and accompanied by a statement of authorized and issued Equity Interests for each such Person. Except as set forth on Schedule 5.22(a) , as of the Closing Date (a) there are no preemptive rights, outstanding subscriptions, warrants or options to purchase any Equity Interests of any Credit Party, (b) there are no obligations of any Credit Party to redeem or repurchase any of its Equity Interests and (c) there is no agreement, arrangement or plan to which any Credit Party is a party or of which any Credit Party has knowledge that could directly or indirectly affect the capital structure of any Credit Party. The Equity Interests of each Credit Party described on Schedule 5.22(a) (i) are validly issued and fully paid and non‑assessable (to the extent such concepts are applicable to the respective Equity Interests) and (ii) are owned of record and beneficially as set forth on Schedule 5.22(a) , free and clear of all Liens (other than Liens created under the Security Documents). As of the Closing Date, Schedule 5.22(b) sets forth each direct or indirect Subsidiary of the Borrower which is an Inactive Subsidiary or an Immaterial Subsidiary. All Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) are party to the Guaranty.