Subject to the rights of the Lenders under the Financing Agreements and except as otherwise provided in Section 18.3.2 (Restriction on Transfer of Capital Stock of Company), the Company covenants that:
(a) The proportionate direct and indirect ownership of the capital stock of the Company held by each of the Initial Shareholders shall be as set out in Schedule 21 (Company Shareholders);
(b) Each Initial Shareholder is the registered, legal, and beneficial owner of the number of shares of the Company set out opposite its name in Schedule 21 (Company Shareholders);
(c) All issued shares shall, when issued, have been authorized, allotted, and called-up and validly issued and registered and fully paid; and
(d) There are no outstanding Liens, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, or other agreements of any character (including rights of first refusal or rights of first offer of any Initial Shareholder with respect to other Initial Shareholders) providing for the purchase, issuance, or sale of any shares of the capital stock in, or the voting of, the Company, other than as created under the Financing Agreements.