As of the Effective Date, Schedule 7.1(l) sets forth the owners of outstanding Equity Interests in each Subsidiary Guarantor and such Equity Interests have been validly issued, are fully paid and nonassessable and are owned by the party shown on Schedule 7.1(l) free and clear of all Liens, other than Permitted Encumbrances.  A majority of the Equity Interests in Borrower are owned by the Trust.