Common use of Ownership Structure Clause in Contracts

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded Subsidiaries.

Ownership Structure. As of the Agreement Date, Part I of Schedule 7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary or a Significant Subsidiary. Each Except as disclosed in such Schedule, as of the Borrower Agreement Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesParent.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. Each As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests, and (v) whether such Subsidiary is an Excluded Subsidiary. Each Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesParent.

Ownership Structure. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all direct and indirect Subsidiaries of the Parent Guarantor Sxxxx Xxxxxxx Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests, and (v) whether such Subsidiary is an Excluded Subsidiary. Each As of the Agreement Date, except as disclosed in such Schedule, (A) the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorSxxxx Xxxxxxx Holdings and its Subsidiaries, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded Sxxxx Xxxxxxx Holdings and its Subsidiaries.

Ownership Structure. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries and Unconsolidated Affiliates of the Parent Guarantor Spirit REIT and Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiarySubsidiary or such Unconsolidated Affiliate, (ii) each Person holding any Equity Interest in such SubsidiarySubsidiary or such Unconsolidated Affiliate, and (iii) the nature of the Equity Interests held by each such Subsidiary and (iv) the percentage of ownership of such Subsidiary or such Unconsolidated Affiliate represented by such Equity Interests. Each As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Spirit REIT and Borrower and its their Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable non-assessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, including any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b). As such Person, except for transactions relating to any at-the-market offering, any follow-on equity offerings, any outstanding forward equity contracts and any equity awards and grants of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name stock to employees and directors of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded Subsidiaries.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Guarantor Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each Except as disclosed in such Schedule or the periodic reports filed by the Trust with the Securities and Exchange Commission, as of the Borrower Agreement Date (i) each of the Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1.(b) as such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Subsidiary. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorTrust, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent GuarantorTrust. As of the Agreement Effective Date, the Subsidiaries identified information included in Schedule 1.1 constitute each Beneficial Ownership Certification is true and correct in all of the Material Subsidiaries that are not Excluded Subsidiariesmaterial respects.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests, and (v) whether such Subsidiary is an Excluded Subsidiary. Each Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type ‌ ​ LEGAL02/42113124v8 ​ in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesParent.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each As of the Borrower Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a)(i) and (f) of the definition of the term “Permitted Liens) ”), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent GuarantorParent. As of the Agreement Third Amendment Effective Date, the Subsidiaries identified information included in Schedule 1.1 constitute each Beneficial Ownership Certification is true and correct in all of the Material Subsidiaries that are not Excluded Subsidiariesmaterial respects.

Ownership Structure. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each As of the Agreement Date, except as disclosed in Schedule 7.1(b), (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which Person that directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)any Unencumbered Asset shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary or an Excluded Subsidiary. Each As of the Agreement Date, except as disclosed in such Schedule (A), each of the Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesParent.

Ownership Structure. Part I of Schedule 7.1.(b7.1(b) of the Disclosure Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each As of the Agreement Date, except as disclosed in Schedule 7.1(b) of the Disclosure Letter, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As Person shown to be held by it on such Schedule of the Agreement Date, except as disclosed in Schedule 7.1.(b)Disclosure Letter, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests Equity Interests of any type in, any Person identified in such Person. Part II of Schedule 7.1.(b). As 7.1(b) of the Disclosure Letter correctly sets forth, as of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is an Excluded Subsidiary and/or a Foreign Subsidiary. Each As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any - 68 - additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Guarantor Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each Except as disclosed in such Schedule or the periodic reports filed by the Trust with the Securities and Exchange Commission, as of the Borrower Agreement Date (i) each of the Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1.(b) as such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Subsidiary. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorTrust, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesTrust.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Guarantor Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Guarantor or Property Subsidiary. Each Except as disclosed in such Schedule, as of the Borrower Agreement Date (i) each of the Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Property Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorTrust, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesTrust.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary Person represented by such Equity InterestsInterests and (v) whether such Subsidiary is an Excluded Subsidiary. Each Except as disclosed in such Schedule, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership partnership, limited liability company or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests ownership interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Subsidiary Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests. Each Except as disclosed in such Schedule, as of the Agreement Date (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ ' or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1. (b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Revolving Credit Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such SubsidiarySubsidiary as of the Revolving Credit Agreement Date, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each As of the Revolving Credit Agreement Date, except as disclosed in such Schedule, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests Equity Interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth forth, as of the Revolving Credit Agreement Date, all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement AgreementFourth Amendment Effective Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement (other than any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, a 95% ownership interest therein). As of the Fourth Amendment Effective Date, except as disclosed in Schedule 7.1.(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b). As of the Agreement AgreementFourth Amendment Effective Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement AgreementFourth Amendment Effective Date, the Subsidiaries identified in Schedule 1.1 1.1. constitute all of the Material Subsidiaries that are not Excluded SubsidiariesSubsidiariesSubsidiary Guarantors.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. Each Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b8.1.(b) isis a complete and correct list, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor (including the Borrower and all Subsidiaries of the Borrower) setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, Subsidiary and (iii) the nature of the Equity Interests held by each such Subsidiary and Person; (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) a short description of each Property, if any, owned in fee simple by such Subsidiary. Each Except as disclosed in such Schedule (w) each of the Borrower Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (Ax) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (By) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ ' or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in such Person. Part II of Schedule 7.1.(b). As 8.1.(b) correctly sets forth, as of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesParent.

Ownership Structure. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor that are Loan Parties or Non-Loan Party BB Property Subsidiaries setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns an Eligible Property (other than any Subsidiary which directly or indirectly owns the Kxxxxxxxxxxxx Hotel, provided that the Borrower retains, directly or indirectly, at least a Borrowing Base Property95.0% Controlling ownership interest therein). As of the Agreement Date, except as disclosed in Schedule 7.1.(b7.1(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1.(b7.1(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b7.1(b). As of the Agreement Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. As of the Agreement Date, Part I of Schedule 7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. Each Except as disclosed in such Schedule, as of the Agreement Date (x) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (Ay) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (Bz) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each As of the Borrower Agreement Date, except as disclosed in such Schedule (A), each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a)(i) and (f) of the definition of the term “Permitted Liens) ”), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent GuarantorParent. As of the Agreement Effective Date, the Subsidiaries identified information included in Schedule 1.1 constitute each Beneficial Ownership Certification is true and correct in all of the Material Subsidiaries that are not Excluded Subsidiariesmaterial respects.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is an Excluded Subsidiary and/or a Foreign Subsidiary. Each As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. As of the Agreement Date Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of Borrower and the Parent Guarantor other Obligors setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Obligor which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each Except as disclosed in such Schedule, as of the Borrower Agreement Date (i) each Obligor and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and Negative Pledges, and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (Aii) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable nonassessable, and (Biii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any 40 stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1.(b)such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Subsidiary and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary or an Excluded Subsidiary. Each As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b)Person shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests Equity Interests of any type in, any such Person identified in Schedule 7.1.(b)that is a Subsidiary of the Parent. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorParent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded SubsidiariesParent.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting Subsidiary Guarantors and sets forth for each such SubsidiarySubsidiary Guarantor, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such SubsidiarySubsidiary Guarantor, (iii) the nature of the Equity Interests held by the Borrower or a Subsidiary of the Borrower in each such Subsidiary Guarantor and (iviii) the percentage of ownership of such Subsidiary Guarantor represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property. As of the Agreement Date, except as disclosed in Schedule 7.1.(b), (A) all of the issued and outstanding capital stock of each Person Subsidiary Guarantor identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person Subsidiary Guarantor identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth a complete list of all Unconsolidated Affiliates of the Parent Guarantor, including Guarantor and the correct legal name percentage of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded Subsidiaries.