Subsidiaries and Other Equity Investments and Equity Interests in the Borrower and Each Subsidiary Guarantor
Subsidiaries and Other Equity Investments. Seller does not own, directly or indirectly, any shares of capital stock of any corporation or any equity investment in any partnership, association or other business organization.
Subsidiaries and Other Equity Investments. Part (a).
Subsidiaries and Other Equity Investments. The Company does not own any shares of capital stock of any corporation or any equity investment in any other Person.
Subsidiaries and Other Equity Investments. 6.16 Post-Closing Covenants 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Letter of Credit Issuance Request C [Reserved] D-1 Term Note D-2 Revolving Credit Note D-3 [Reserved] E-1 Compliance Certificate E-2 Solvency Certificate F Assignment and Assumption G Security Agreement H Perfection Certificate I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) K-2 United States Tax Compliance Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Notice M-3 Acceptance and Prepayment Notice M-4 Discount Range Prepayment Notice M-5 Discount Range Prepayment Offer M-6 Solicited Discounted Prepayment Notice M-7 Solicited Discounted Prepayment Offer M-8 Specified Discount Prepayment Notice M-9 Specified Discount Prepayment Response CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of August 30, 2016, among ESH HOSPITALITY INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and each L/C Issuer.
Subsidiaries and Other Equity Investments. Loan Parties; Project Companies
Subsidiaries and Other Equity Investments. Name of Loan Party or Subsidiary Jurisdiction Ownership Interest and Percentage Name of Loan Party Pledging Equity Interests Bright Mountain Media, Inc. Florida Publicly traded N/A CL Media Holdings LLC Delaware Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. Bright Mountain, LLC Florida Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. MediaHouse, Inc. Florida Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. S&W Media Israel Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. Intellectual Property Patents: Patent Number /Application Number Title Prov No. 61522653 Systems and Methods for Crediting Rewards in On-Line Games 13/762,304 Virtual Coupons for use in On-Line Games Prov No. 61621708 Automated Sweepstakes Manager 7094154/11026783 COMPUTER NETWORKED GAME SYSTEM UTILIZING SUBSCRIPTION BASED MEMBERSHIP AND ALTERNATIVE METHODS OF ENTRY Trademarks: Title and Description Date of Application Date of Registration Pending Serial No. Registered Trademark No. ROCKYOU 9/13/2011 85093664 4024964 ROCKYOU 9/13/2011 85093702 4024965 ROCKYOU MEDIA 9/6/2011 85109083 4021649 PUREPLAY 4/29/2008 77145241 3419492 MALL WORLD 7/5/2011 85086427 3988594 DAILYTOAST 5/31/2016 86786858 4968708 GALACTIC TRADER 9/20/2011 85254060 4028841 REWARD BASED GAMES 1/14/2014 85661686 4467979 CLUBMOM 1/5/2000 7/9/2002 75888488 2592351 CLUBMOM - DESIGN 11/13/2001 8/13/2002 76093807 2608079 CAFEMOM (WORD MXXX) 1/19/2007 10/23/2007 77087028 3316341 CAFEMOM (DESIGN) 10/2/2014 6/2/2015 86412925 4747392 SWEETPEAS 7/9/2007 2/19/2008 77224943 3385159 CAFEMOM PRESENTS MXX.XXX 5/13/2011 7/15/2014 85320348 4566129 THE STIR (WORD MXXX) 7/26/2012 5/13/2014 85687337 4527732 THE STIR (DESIGN) 7/26/2012 5/13/2014 85687398 4527733 THE PROWL 5/8/2013 4/15/2014 85926437 4516285 VIVALA 6/17/2015 8/16/2016 86665291 5020283
Subsidiaries and Other Equity Investments. The Company does not own, directly or indirectly, any shares of capital stock of any corporation, except as set forth on Schedule 3.06, or any equity investment in any other Person, and the Company has no obligation to acquire any such shares or to make any such investment. Schedule 3.06 sets forth a true, correct, and complete list of each Subsidiary of the Company and their respective jurisdictions of organization. Each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized, (b) has all powers and governmental licenses, authorizations, consents and approvals required to carry on its business, in all material respects, as currently conducted and (c) except as would not reasonably be expected to have a Material Adverse Effect, duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary. All outstanding shares of capital stock or equivalents (however designated) of each Subsidiary are held directly by the Company or by one or more wholly owned Subsidiaries of the Company, free and clear of all Liens, except for Permitted Liens. No Subsidiary of the Company has issued any security, option, warrant or other right which, by conversion, exchange, exercise of option or otherwise, could result in the issuance of a right to (i) all or any portion of such Subsidiary’s capital stock or other equity interests or (ii) vote in shareholders meetings of such Subsidiary. No Person is a party to any voting trust, undertaking or similar agreement with respect to the voting, redemption, sale, issuance, transfer or other disposition of the capital stock or other equity interests of any of the Company’s Subsidiaries.
Subsidiaries and Other Equity Investments. 6.01 Borrower’s Website
Subsidiaries and Other Equity Investments. 6.1(b) Existing Liens 6.2(f) Existing Investments 6.3(b) Existing Indebtedness 6.5(l) Dispositions 6.8 Transactions with Affiliates
