As of the Escrow Release Date: (a) the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 8.12 , which Schedule sets forth, as of the Escrow Release Date, the legal name, jurisdiction of incorporation or formation and outstanding Equity Interests of each such Restricted Subsidiary, (b) all of the outstanding Equity Interests in such Restricted Subsidiaries have been validly issued, are fully paid and non-assessable, and are owned by a Loan Party (or a Restricted Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 8.12 free and clear of all Liens except for Liens in favor of the Agent under the Financing Agreements and Permitted Liens which do not have priority over the Liens of the Agent. Except as set forth in Schedule 8.12 , as of the Escrow Release Date, there are no outstanding rights to purchase any Equity Interests in any Restricted Subsidiary. As of the Escrow Release Date, the Loan Parties have no equity investments in any other Person other than those specifically disclosed in Schedule 10.2 . The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.3 are true and correct copies of each such document, each of which is valid and in full force and effect as of the Escrow Release Date.