Common use of Ownership Structure Clause in Contracts

Ownership Structure. Part I of Schedule 6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers setting forth (i) for each such Subsidiary (A) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest in such Subsidiary, (B) the nature of the Equity Interests held by each such Person, and (C) the percentage of ownership represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers and 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 Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrower, 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 applicable Borrower.

Ownership Structure. Part I of Schedule 6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) 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. As of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent, the Borrower and 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 Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such PersonPerson that is a Subsidiary of the Parent. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of each of the Borrowers EPR setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for the identity of EPR and each other Subsidiary of EPR holding any Equity Interests in such Subsidiary and, in the case of a Subsidiary that owns or leases is not a PropertyWholly-Owned Subsidiary, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as to the Borrowers’ knowledge the identity of the Agreement Date is eligible for inclusion in a calculation holder(s) of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect the other Equity Interest Interests in such Subsidiary, (Biii) a summary description of the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers EPR and their 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any each such Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of businessBorrower, 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 such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each BorrowerEPR, 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 applicable BorrowerEPR.

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of each of the Borrowers Borrower and the REIT Guarantor setting forth (i) for each such Subsidiary (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or Person which holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests, and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each as of the Borrowers Agreement Date (i) the Borrower and their Subsidiaries each Guarantor owns, free and clear of all Liens (other than Permitted Liens) and Negative Pledges (except as permitted by Section 9.5), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Guarantor shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person Guarantor organized as a corporation is validly issued, fully paid and nonassessable nonassessable, and (Ciii) except other than with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into Equity Interests in the ordinary course of businessREIT Guarantor, 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 such PersonGuarantor. As of the Agreement Date, Part II of Schedule 6.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of each the Borrower, 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 applicable Borrower.

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of each of the Borrowers Borrower setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for the identity of the Borrower and each other Subsidiary thereof holding any Equity Interests in such Subsidiary and, in the case of a Subsidiary that owns or leases is not a PropertyWholly Owned Subsidiary, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as to the Borrower’s knowledge the identity of the Agreement Date is eligible for inclusion in a calculation holder(s) of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect the other Equity Interest Interests in such Subsidiary, (Biii) a summary description of the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Borrower and their 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable nonassessable, and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned each Unencumbered Property Owner Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each the Borrower, 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 applicable Borrower.

Ownership Structure. As of the Effective Date, Part I of Schedule 6.1.(b7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Effective Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Effective Date Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the percentage of ownership of such Subsidiary represented by such Equity Interests and (Biv) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest in such Significant Subsidiary, (B) the nature of the Equity Interests held by each such Personan Excluded Subsidiary or a Foreign Subsidiary, and (C) the percentage of ownership represented by such Equity Interestsas applicable. As of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b7.1(b) is, as of the Agreement First Modification Effective Date, a complete and correct list of all Subsidiaries of each of the Borrowers Borrower setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material SubsidiaryPerson, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person directly holding any direct or indirect Equity Interest in such SubsidiaryPerson, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Person represented by such Equity InterestsInterests (provided that non-material errors in such schedule shall not constitute an Event of Default hereunder so long as all parties which are required to become Guarantors hereunder have in fact become Guarantors hereunder, notwithstanding such errors). As of the Agreement First Modification Effective Date, except as disclosed in such ScheduleSchedule 7.1(b), (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Borrower and their 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 Person shown to be held by it on such ScheduleSchedule 7.1(b), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable non-assessable, and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such PersonLoan Party. As of the Agreement First Modification Effective Date, Part II of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of each the Borrower, 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 applicable Borrower.

Ownership Structure. Part I of Schedule 6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) 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. As of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent, the Borrower and 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 Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent Guarantor setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, Subsidiary and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As Each of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity Borrower and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers and their 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 Person shown to be held by it on such ScheduleSubsidiary which directly or indirectly owns a Borrowing Base Property (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 Agreement Date, except as disclosed in Schedule 7.1.(b), (BA) 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 (CB) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such PersonPerson identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe 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 applicable BorrowerParent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors.

Ownership Structure. Part I of Schedule 6.1.(b) isis a complete and correct list, as of the Agreement Date, a complete and correct list of all Subsidiaries of each Subsidiary of the Borrowers Parent that owns, or is to acquire any interest in, a Xxxxx Property (or any Equity Interest in a Person that directly, or indirectly through one or more Subsidiaries, has an interest in a Xxxxx Property), setting forth (i) for each such Subsidiary (A) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, Person and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule, Schedule (Aw) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their 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 Person shown to be held by it on such Schedule, (Bx) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Cy) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates is a complete and correct list of each BorrowerSubsidiary of the Parent that will directly, including or indirectly through a Subsidiary, own a Xxxxx Property upon the correct legal name acquisition thereof, setting forth (i) the jurisdiction of organization of such PersonSubsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the type nature of legal entity which the Equity Interests held by each such Person is, and all (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests in such Person held directly or indirectly by the applicable BorrowerInterests.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of each of the Borrowers Borrower setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As , (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary and (vi) whether such Subsidiary is one of the Agreement Date, except Guarantors designated by the Borrower to meet the requirements of the second sentence of Section 7.12.(b). Except as disclosed in such Schedule, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Borrower and their 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Datedate hereof, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each the Borrower, 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 applicable Borrower.

Ownership Structure. Part I of Schedule 6.1.(b7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the percentage of ownership of such Subsidiary represented by such Equity Interests and (Biv) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest in such Significant Subsidiary, (B) the nature of the Equity Interests held by each such Personan Excluded Subsidiary, and (C) the percentage of ownership represented by such Equity Interestsor a Foreign Subsidiary, as applicable. As of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without 57 ​ 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of each of the Borrowers Borrower setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for the identity of the Borrower and each other Subsidiary thereof holding any Equity Interests in such Subsidiary and, in the case of a Subsidiary that owns or leases is not a PropertyWholly Owned Subsidiary, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as to the Borrower’s knowledge the identity of the Agreement Date is eligible for inclusion in a calculation holder(s) of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect the other Equity Interest Interests in such Subsidiary, (Biii) a summary description of the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Borrower and their 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable nonassessable, and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned each Unencumbered Property Owner Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrower, 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 applicable Borrower.convertible

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of each of the Borrowers EPR setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for the identity of EPR and each other Subsidiary of EPR holding any Equity Interests in such Subsidiary and, in the case of a Subsidiary that owns or leases is not a PropertyWholly Owned Subsidiary, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as to the Borrowers’ knowledge the identity of the Agreement Date is eligible for inclusion in a calculation holder(s) of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect the other Equity Interest Interests in such Subsidiary, (Biii) a summary description of the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers EPR and their 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any each such Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of businessBorrower, 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 such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each BorrowerEPR, 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 applicable BorrowerEPR.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Aand after giving effect to the Acquisition) except with respect to (Ii) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement DateDate (and after giving effect to the Acquisition), Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1.(b) is, as of the Agreement Date, is a complete and correct correct, in all material respects, list of all Subsidiaries of each of the Borrowers Trust setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Guarantor or Property Subsidiary. As of the Agreement Date, except Except as disclosed in such ScheduleSchedule or the periodic reports filed by the Trust with the Securities and Exchange Commission, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Trust and their 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 Person Property Subsidiary shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person Property Subsidiary organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such PersonProperty Subsidiary. As of the Agreement Date, Date Part II of Schedule 6.1.(b) correctly correctly, in all material respects, sets forth all Unconsolidated Affiliates of each Borrowerthe Trust, 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 applicable BorrowerTrust.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of each of the Borrowers Borrower setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As , (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary and (vi) whether such Subsidiary is one of the Agreement Date, except Guarantors designated by the Borrower to meet the requirements of the second sentence of Section 7.12.(b). Except as disclosed in such Schedule, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Borrower and their 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Date Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each the Borrower, 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 applicable Borrower.

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of each of the Borrowers Borrower and the REIT Guarantor setting forth (i) for each such Subsidiary (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or Person which holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests, and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each as of the Borrowers Agreement Date (i) the Borrower and their Subsidiaries each Guarantor owns, free and clear of all Liens (other than Permitted Liens) and Negative Pledges (except as permitted by Section 9.4), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Guarantor shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person Guarantor organized as a corporation is validly issued, fully paid and nonassessable nonassessable, and (Ciii) except other than with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into Equity Interests in the ordinary course of businessREIT Guarantor, 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 such PersonGuarantor. As of the Agreement Date, Part II of Schedule 6.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of each the Borrower, 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 applicable Borrower.

Ownership Structure. Part I of Schedule 6.1.(b7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the percentage of ownership of such Subsidiary represented by such Equity Interests and (Biv) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest in such Significant Subsidiary, (B) the nature of the Equity Interests held by each such Personan Excluded Subsidiary, and (C) the percentage of ownership represented by such Equity Interestsor a Foreign Subsidiary, as applicable. As of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person ​ ​ shown to be held by it on such ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) 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. As of the Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent, the Borrower and 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 Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b7.1.(b) is, as of the Agreement AgreementFirst Amendment Date, a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the percentage of ownership of such Subsidiary represented by such Equity Interests and (Biv) whether such Subsidiary is a Material Subsidiary, and (ii) for each such a Significant Subsidiary, an Excluded Subsidiary that owns or, a Foreign Subsidiary or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as would be an Issuer upon the occurrence of the Agreement Security Trigger Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest in as if such Subsidiarydate occurred on the First Amendment Date), (B) the nature of the Equity Interests held by each such Person, and (C) the percentage of ownership represented by such Equity Interestsas applicable. As of the Agreement AgreementFirst Amendment Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in ​ ​ each Person shown to be held by it on such ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement AgreementFirst Amendment Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of each of Borrower and the Borrowers other Loan Parties setting forth (i) for each such Subsidiary (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or Loan Party which holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) 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. As of the Agreement Date, except Except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each as of the Borrowers Agreement Date (i) each Loan Party and their its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), ) and Negative Pledges (other than any Negative Pledges under this Agreement and the Existing Credit Agreements) and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable nonassessable, and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Date Part II of Schedule 6.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of each Borrower, 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 applicable Borrower.

Ownership Structure. As of the AgreementFirst Amendment Date, Part I of Schedule 6.1.(b7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of each of the Borrowers Parent setting forth (i) for each such Subsidiary Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary Person holding any direct or indirect Equity Interest Interests in such Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary represented by such Equity Interests. As Interests and (v) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, an Accommodation Subsidiary, an Issuer on the First Amendment Date or none of the Agreement Date, except foregoing. Except as disclosed in such Schedule, as of the AgreementFirst Amendment Date (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their 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 Person shown to be held by it on such ScheduleSchedule 7.1.(b), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement AgreementFirst Amendment Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrowerthe Parent, 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 applicable BorrowerParent.

Ownership Structure. Part I of Schedule 6.1.(b) is, as As of the Agreement Date, Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of each and Joint Venture Subsidiaries of the Borrowers Parent setting forth (i) for each such Subsidiary and Joint Venture Subsidiary, (Ai) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Joint Venture Subsidiary, and (ii) for each Person holding any Equity Interests in such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest in such and Joint Venture Subsidiary, (Biii) the nature of the Equity Interests held by each such Person, and (Civ) the percentage of ownership of such Subsidiary and Joint Venture Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary or Joint Venture Subsidiary is a Controlled Joint Venture Subsidiary, a Material Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Borrowers Parent and their its Subsidiaries and Joint Venture 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 Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Ciii) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, 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 such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrower, 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 applicable Borrower.