Common use of Corporate Structure; Capital Stock, Etc Clause in Contracts

Corporate Structure; Capital Stock, Etc. The corporate capital and ownership structure of the Consolidated Parties as of the Closing Date after giving effect to the Credit Documents executed as of the date hereof is as described in Schedule 6.13A. Set forth on Schedule 6.13B is a complete and accurate list as of the Closing Date with respect to the Borrower and each of its direct and indirect Subsidiaries of (i) jurisdiction of incorporation, (ii) number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date (except for employee stock options required to be disclosed in regularly-filed publicly accessible documents). The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13B, free and clear of all Liens (other than those arising under or contemplated in connection with the Credit Documents). Other than as set forth in Schedule 6.13B, neither the Borrower nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Each of the Domestic Subsidiaries of the General Partner, the USRP REIT and the Borrower existing as of the date hereof, except USRP Funding 2001-A, L.P., USRP (SFGP), LLC, USRP (Hawaii), LLC, USRP (Xxx), LLC and Fuel Supply, Inc. are listed as Subsidiary Guarantors on the signature pages hereto. S&C has no Subsidiaries and owns no Capital Stock of any other Person. HCI has no Subsidiaries that are not Credit Parties and owns no Capital Stock of any other Person. JV1 has no Subsidiaries that are not Credit Parties and each Subsidiary of JV1 is set forth on Schedule 6.13A attached hereto.

Corporate Structure; Capital Stock, Etc. The corporate capital and ownership structure of the Consolidated Parties as of the Closing Date after giving effect to the Credit Documents executed as of the date hereof is as described in Schedule 6.13A. Set forth on Schedule 6.13B is a complete and accurate list as of the Closing Date with respect to the Borrower and each of its direct and indirect Subsidiaries of (i) jurisdiction of incorporation, (ii) number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date (except for employee stock options required to be disclosed in regularly-filed publicly accessible documents)Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13B, free and clear of all Liens (other than those arising under or contemplated in connection with the Credit Documents). Other than as set forth in Schedule 6.13B, neither the Borrower nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Each of the Domestic Subsidiaries of the General Partner, the USRP REIT and the Borrower existing as of the date hereof, except USRP/HCI Partnership 1, L.P., USRP Funding 2001-A, L.P., USRP (SFGP), LLC, USRP JV1, LLC, USRP (HawaiiXxxxx), LP, USRP GP 7, LLC, USRP (Xxxxx), LP, USRP GP 6, LLC, USRP (Green), LLC, USRP (XxxXxxxxx), LLC and Fuel SupplyUSRP (Xxxxxx), Inc. LLC are listed as Subsidiary Guarantors on the signature pages hereto. S&C has no Subsidiaries and owns no Capital Stock of any other Person. HCI has no Subsidiaries that are not Credit Parties and owns no Capital Stock of any other Person. JV1 has no Subsidiaries that are not Credit Parties and each Subsidiary of JV1 is set forth on Schedule 6.13A attached hereto.

Corporate Structure; Capital Stock, Etc. The corporate capital and ownership structure of the Consolidated Parties as of the Amendment Closing Date after giving effect to the Credit Documents executed as of the date hereof is as described in Schedule 6.13A. Set forth on Schedule -------------- -------- 6.13B is a complete and accurate list as of the Amendment Closing Date with ----- respect to the Borrower and each of its direct and indirect Subsidiaries of (i) jurisdiction of incorporation, (ii) number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Amendment Closing Date (except for employee stock options required to be disclosed in regularly-filed publicly accessible documents)Date. Also set forth on Schedule 6.13(B) is a list of the ---------------- Material Foreign Subsidiaries of the Credit Parties as of the Amendment Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13B, free and clear of all -------------- Liens (other than those arising under or contemplated in connection with the Credit Documents). Other than as set forth in Schedule 6.13B, neither the -------------- Borrower nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Each of the Domestic Subsidiaries of the General Partner, the USRP REIT and the Borrower existing as of the date hereof, except USRP Funding 2001-A, L.P., USRP (SFGP), LLC, USRP (Hawaii), LLC, USRP (Xxx), LLC and Fuel Supply, Inc. are listed as Subsidiary Guarantors on the signature pages hereto. S&C has no Subsidiaries and owns no Capital Stock of any other Person. HCI has no Subsidiaries that are not Credit Parties and owns no Capital Stock of any other Person. JV1 has no Subsidiaries that are not Credit Parties and each Subsidiary of JV1 is set forth on Schedule 6.13A attached hereto.