Common use of Ownership Structure Clause in Contracts

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (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 Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 (and after giving effect to the Acquisition), Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant an Excluded Subsidiary and/or an Excluded a Foreign Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted LiensLiens (as defined in the Pledge Agreement)), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 (and after giving effect to the Acquisition), ) Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition)Date, Part I of Schedule 6.1.(b6.1(b) is a complete and correct list of all Subsidiaries of the Parent EPR setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each Person other Subsidiary of EPR holding any Equity Interests in such Subsidiary and, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, to the Borrowers’ knowledge the identity of the holder(s) of the other Equity Interests in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded SubsidiaryInterests. Except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (i) each of the Parent EPR 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 Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) with respect to each such Subsidiary Borrower, 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentEPR, 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 ParentEPR.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b7.1.(b) is sets forth, as of the Effective Date, a complete and correct list in all material respects of all Subsidiaries of the Parent Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded a Foreign Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) Schedule (i) each of Holdings, the Parent MG Borrower, the other Loan Parties and its the other Subsidiaries owns, free and clear of all Liens (other than Permitted LiensLiens permitted under Section 10.2.), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person that is a Subsidiary of Holdings organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 (and after giving effect to the Acquisition), Part II of Schedule 6.1.(b7.1.(b) correctly sets forth forth, as of the Effective Date, a complete and correct list in all material respects of all Unconsolidated Affiliates of the ParentMG Borrower setting forth for each such Unconsolidated Affiliate, including (i) the correct legal name jurisdiction of organization of such PersonUnconsolidated Affiliate, the type (ii) each Person that is a Loan Party or a Subsidiary of legal entity which each such Person is, and all Holdings holding any Equity Interests in such Person held directly or indirectly Unconsolidated Affiliate and (iii) the percentage of ownership of such Unconsolidated Affiliate represented by the Parentsuch Equity Interests.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b7.1.(b) is 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 Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded SubsidiaryInterests. Except as disclosed in such Schedule, as Each of the Agreement Date (and after giving effect to the Acquisition) (i) each of the Parent 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 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), (iiA) 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 (iiiB) 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent 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 ParentParent Guarantor. As of the AgreementAmendment No. 1 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b7.1(b) is is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (viv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary and/or Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary, as applicable. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (iA) each of the Parent and 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), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b7.1.(b) is is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (viv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary and/or Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary, as applicable. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (iA) each of the Parent and 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), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition)AgreementFirst Amendment Date, Part I of Schedule 6.1.(b7.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary and/or Subsidiary, an Excluded Subsidiary, an Accommodation Subsidiary, an Issuer on the First Amendment Date or none of the foregoing. Except as disclosed in such Schedule, as of the Agreement AgreementFirst Amendment Date (and after giving effect to the Acquisition) (iA) 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 Person shown to be held by it on such ScheduleSchedule 7.1.(b), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 (and after giving effect to the Acquisition)AgreementFirst Amendment Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b7.1.(b) is is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (viv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary and/or Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary, as applicable. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (iA) each of the Parent and 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), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition)Effective Date, Part I of Schedule 6.1.(b7.1(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary and/or Subsidiary, an Excluded Subsidiary, an Accommodation Subsidiary on the Effective Date or none of the foregoing. Except as disclosed in such Schedule, as of the Agreement Effective Date (and after giving effect to the Acquisition) (iA) 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 Person shown to be held by it on such ScheduleSchedule 7.1(b), 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, (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 (and after giving effect to the Acquisition)Effective Date, Part II of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition)Date, Part I of Schedule 6.1.(b6.1(b) is a complete and correct list or diagram of all Subsidiaries of Borrower and the Parent other Loan Parties setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Loan Party which holds any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (i) each of the Parent Loan Party and 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, (ii) 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 (iii) 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 (and after giving effect to the Acquisition), Part II of Schedule 6.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the ParentBorrower, 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 ParentBorrower.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b7.1.(b) is 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 Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded SubsidiaryInterests. Except as disclosed in such Schedule, as Each of the Agreement Date (and after giving effect to the Acquisition) (i) each of the Parent 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 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), (iiA) 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 (iiiB) 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent 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 ParentParent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b7.1(b) is is, as of the AgreementFifth Amendment Effective Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material SubsidiaryInterests. As of the AgreementFifth Amendment Effective Date, Significant Subsidiary and/or an Excluded Subsidiary. Except except as disclosed in such Scheduleon Part II of Schedule 7.1(b), as of the Agreement Date (and after giving effect to the Acquisition) (iA) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted LiensLiens of the type described in clause (e) of the definition thereof), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Subsidiary (other than Excluded Subsidiaries) shown to be held by it on such Schedule, (iiB) 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 (iiiC) 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 Personin the Borrower and the Guarantors. As of the Agreement Date (and after giving effect to the Acquisition)AgreementFifth Amendment Effective Date, Part II III of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the ParentBorrower, 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 ParentBorrower.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b) is is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or or an Excluded Subsidiary. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (iA) each of the Parent 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 Person shown to be held by it on such Schedule, (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition)Date, Part I of Schedule 6.1.(b) is a complete and correct correct, in all material respects, list of all Subsidiaries of the Parent Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Guarantor or Property Subsidiary. 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 (and after giving effect to the Acquisition) (i) each of the Parent 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 Person Property Subsidiary shown to be held by it on such Schedule, (ii) 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 (iii) 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 (and after giving effect to the Acquisition), Part II of Schedule 6.1.(b) correctly correctly, in all material respects, sets forth all Unconsolidated Affiliates of the ParentTrust, 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 ParentTrust.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 6.1.(b) is is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or or an Excluded Subsidiary. Except As of the Agreement Date, except as disclosed in such ScheduleSchedule (A), as of the Agreement Date (and after giving effect to the Acquisition) (i) each of the Parent 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 Person shown to be held by it on such Schedule, (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 (and after giving effect to the Acquisition)Date, Part II of Schedule 6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of the 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 Parent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition)Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and Interests, (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded SubsidiarySubsidiary and (vi) whether such Subsidiary is one of the 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 (and after giving effect to the Acquisition) (i) each of the Parent 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 Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 (and after giving effect to the Acquisition)date hereof, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentBorrower, 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 ParentBorrower.