As of the Closing Date, (a)  Schedule  6.13 sets forth the name and jurisdiction of incorporation of each Subsidiary of a Group Member and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Group Member and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than (i)  stock options granted to employees or directors and (ii)  directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary. Each Subsidiary of the Borrower, other than Excluded Subsidiaries, is a Guarantor.