Common use of Ownership Structure Clause in Contracts

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the type of legal entity of such Subsidiary, (iii) each Person holding any Equity Interest Interests in such Subsidiary, (iiiiv) the nature of the Equity Interests held by each such Person, (ivv) the percentage of ownership of such Subsidiary represented by such Equity Interests Interests, and (vvi) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (A) ), each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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. Part I of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or an Excluded Subsidiary and/or a Subsidiary GuarantorForeign Subsidiary. As of the Agreement Date, except as disclosed in such ScheduleItem of the Borrower Letter, (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleItem, (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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or an Excluded Subsidiary and/or a Subsidiary GuarantorForeign Subsidiary. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person directly holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests and (v) whether provided that non-material errors in such Person is the Parentschedule 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, the Borrower or a Subsidiary Guarantornotwithstanding such errors). As of the Agreement Date, except as disclosed in such ScheduleSchedule 7.1(b), (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such PersonLoan Party. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Parent, the Borrower and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor and all of its Subsidiaries setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent Guarantor, the Borrower and its their Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent Guarantor and its Subsidiaries, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the ParentParent Guarantor or the Borrower. Part I of Schedule 7.1(b) may be updated from time to time in accordance with the terms of this Agreement.

Ownership Structure. Part I of Schedule 7.1.(b7.1(b) isis a complete and correct list, as of the Agreement Date, a complete and correct list Date of all Subsidiaries of the Parent Parent, setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such SubsidiarySubsidiary (other than PREIT), (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 Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such SchedulePart I of Schedule 7.1(b), (Aw) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As Part II of Schedule 7.1(b) correctly sets forth, as of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) 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 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 Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aa)(i) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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, Part I of Schedule 7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parenta Material Subsidiary, the Borrower a Significant Subsidiary, an Excluded Subsidiary, an Accommodation Subsidiary or a Subsidiary Guarantor. As none of the Agreement Date, except foregoing. Except as disclosed in such Schedule, as of the Agreement Date (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Parent, the Borrower and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. (i) Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of (x) all Loan Parties (other than the Parent) and all Eligible Property Subsidiaries of and (y) all other Subsidiaries (other than Subsidiaries that, in the Parent aggregate, contribute less than $10,000,000 to Total Asset Value) setting forth for each such Subsidiary, (iA) the jurisdiction of organization of such Subsidiary, (iiB) each Person holding any Equity Interest in such Subsidiary, (iiiC) the nature of the Equity Interests held by each such Person, (ivD) the percentage of ownership of such Subsidiary represented by such Equity Interests and (vE) whether such Person Subsidiary is the Parenta Parent Entity, the Borrower a Borrower, an Eligible Property Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. (ii) The Parent (or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (Aits applicable Subsidiary) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (apermitted pursuant to Section 10.2.(a)(ii)) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held any Parent Entity or the Company owned directly or indirectly by it on such Schedulethe Parent. (iii) 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 under the laws of any jurisdiction of the United States of America, a State thereof or the District of Columbia is validly issued, fully paid and nonassessable and (CB) 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 Equity Interests ownership interests of any type in, any such Person. Loan Party (other than the Parent) or any Eligible Property Subsidiary identified in Schedule 7.1.(b). (iv) As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent (other than Unconsolidated Affiliates that, in the aggregate, contribute less than $10,000,000 to Total Asset Value), including the correct legal name of such Person, the type of legal entity which each such Person organized under the laws of any jurisdiction of the United States is, and all Equity Interests in such Person held directly or indirectly by the Parent. (v) As of the Agreement Date, there are no Subsidiaries required to be Subsidiary Guarantors.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent (including all Subsidiaries of the Borrower) setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such Schedule, Schedule (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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 ownership interests in such Person held directly or indirectly by the Parent.

Ownership Structure. As of the Agreement Date Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, is a complete and correct list 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 Interest 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 Person Subsidiary is the Parenta Material Subsidiary, the Borrower or a an Excluded Subsidiary Guarantorand/or an Unleveraged Non-Domestic Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its applicable Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Person, to the extent constituting an Eligible Property Subsidiary, 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aa)(i), (e) and (fg) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1. (b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b) is, as of the Agreement First Amendment 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 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 Person Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the Parentoccurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), the Borrower or a Subsidiary Guarantoras applicable. As of the Agreement First Amendment Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses clause (a) and (f) of the definition of the term “Permitted Liens” orand in the case of an Excluded Subsidiary, solely with respect to any customary Liens on Equity Interests of such Excluded Subsidiary that is an obligor in respect of any securing Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement First Amendment Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as of the Agreement 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 SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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 ownership interests in such Person held directly or indirectly by the ParentBorrower.

Ownership Structure. (i) Part I of Schedule 7.1.(b) is, as of the Agreement Closing Date, a complete and correct list of (x) all Loan Parties (other than the Parent) and all Eligible Property Subsidiaries of and (y) all other Subsidiaries (other than Subsidiaries that, in the Parent aggregate, contribute less than $10,000,000 to Total Asset Value) setting forth for each such Subsidiary, (iA) the jurisdiction of organization of such Subsidiary, (iiB) each Person holding any Equity Interest in such Subsidiary, (iiiC) the nature of the Equity Interests held by each such Person, (ivD) the percentage of ownership of such Subsidiary represented by such Equity Interests and (vE) whether such Person Subsidiary is the Parenta Parent Entity, the Borrower a Borrower, an Eligible Property Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. (ii) The Parent (or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (Aits applicable Subsidiary) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (apermitted pursuant to Section 10.2.(a)(ii)) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held any Parent Entity or the Company owned directly or indirectly by it on such Schedulethe Parent. (iii) As of the Closing 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 under the laws of any jurisdiction of the United States of America, a State thereof or the District of Columbia is validly issued, fully paid and nonassessable and (CB) 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 Equity Interests ownership interests of any type in, any such Person. Loan Party (other than the Parent) or any Eligible Property Subsidiary identified in Schedule 7.1.(b). (iv) As of the Agreement Closing Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent (other than Unconsolidated Affiliates that, in the aggregate, contribute less than $10,000,000 to Total Asset Value), including the correct legal name of such Person, the type of legal entity which each such Person organized under the laws of any jurisdiction of the United States is, and all Equity Interests in such Person held directly or indirectly by the Parent. (v) As of the Closing Date, there are no Subsidiaries required to be Subsidiary Guarantors or Subsidiary Borrowers that are not party to this Agreement.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, Interests. Each of the Borrower or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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. 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) 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 Equity Interests ownership interests of any type in, any such PersonPerson identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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 Material Subsidiaries that are not Excluded Subsidiaries.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parenta Material Subsidiary, the Borrower or an Excluded Subsidiary and/or a Subsidiary GuarantorForeign Subsidiary. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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 Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of the Parent Borrower and the other Obligors setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Obligor which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Obligor and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and Negative Pledges (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderexcept as permitted by Section 9.5), 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) other than options with respect to the stock of the REIT Guarantor granted to outside directors of the REIT Guarantor 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 7.2 is a complete and correct list of all Subsidiaries of the Parent NSA REIT (including each Controlled Partially-Owned Entity), setting forth for each such Subsidiary, Subsidiary (ia) the jurisdiction of organization of such Subsidiary, (iib) each Person holding any Equity Interest Interests in such Subsidiary, (iiic) the nature of the Equity Interests held by each such Person, and (ivd) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ax) each of the Parent NSA REIT and each of its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderLiens permitted under Section 10.6(a)(iv)), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (By) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Cz) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) 7.2 correctly sets forth all Unconsolidated Affiliates Partially-Owned Entities of the ParentNSA REIT, 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 ParentNSA REIT.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower a Material Subsidiary or a Subsidiary GuarantorObligor. As Except as disclosed in such Schedule as of the Agreement Date, except as disclosed in such Schedule, (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSubsidiary that directly or indirectly owns an Eligible Unencumbered Property, (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) 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 Equity Interests ownership interests of any type in, any Subsidiary (it being acknowledged, for the avoidance of doubt, that the foregoing does not prohibit the disposition of assets by the Borrower or its Subsidiaries in accordance with the terms of Section 9.6., provided that no Default or Event of Default shall have occurred both before and immediately after giving effect to such Persondisposition individually and after giving effect to all such dispositions). As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates Partially Owned Entities of the Parent, including the correct legal name of each 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. Part III of Schedule 6.1.(b) identifies, as of the Agreement Date, with respect to each Subsidiary Guarantor, whether such Subsidiary Guarantor constitutes an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of the Parent Borrower and the REIT Guarantor setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding which holds any Equity Interest 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 Interests, and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, (A) each as of the Parent Agreement Date (i) the Borrower and its Subsidiaries each Guarantor owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and Negative Pledges (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderexcept 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) other than with respect to Equity Interests in the REIT 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 Equity Interests ownership interests of any type in, any such PersonGuarantor. As of the Agreement Date, Part II of Schedule 7.1.(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 Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of Borrower and the Parent other Obligors setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Obligor which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Subsidiary GuarantorMaterial Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Obligor and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder)Negative Pledges, 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parenta Material Subsidiary, the Borrower Significant Subsidiary or a Subsidiary Guarantoran Excluded Subsidiary. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any more than 5.0% of the outstanding Equity Interest 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) in the case of any Subsidiary that is an Additional Portfolio Property Owner or owns any Equity Interest in an Additional Portfolio Property Owner, whether such Person Subsidiary is an Excluded Subsidiary. As of the ParentAgreement Date, each Guarantor is a Wholly Owned Subsidiary of the Borrower or a Subsidiary GuarantorBorrower. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses clause (a) and (fa)(i) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) other than Equity Interests of the Borrower subject to the Post-Spin Equity Offering, 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates Joint Ventures 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 or any Subsidiary. The Administrative Agent, the Issuing Banks and the Lenders agree that during the period from the Escrow Date to the Agreement Date, the Borrower may form Subsidiaries (x) to own Equity Interests in its other Subsidiaries and (y) for other purposes and the Administrative Agent, the Issuing Banks and the Lenders confirm that, in the case of Subsidiaries referred to in clause (x), the representation set forth in the first sentence of this subsection (b) shall not be deemed to be untrue or incorrect in any material respect solely as a result thereof and also confirm that, in the case of Subsidiaries referred to in clause (y), the omission of such Subsidiaries from such Schedule shall not result in the representation set forth in the first sentence of this subsection (b) to be deemed to be untrue or incorrect so long as such omission could not reasonably be expect to have any material adverse impact on the Secured Parties.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (viv) whether such Person Subsidiary is the Parenta Material Subsidiary, the Borrower a Significant Subsidiary, an Excluded Subsidiary or a Subsidiary GuarantorForeign Subsidiary, as applicable. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses clause (a) and (f) of the definition of the term “Permitted Liens” orand in the case of an Excluded Subsidiary, solely with respect to any customary Liens on Equity Interests of such Excluded Subsidiary that is an obligor in respect of any securing Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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 Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of the Parent and GBP setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding member of the Gables Group which holds any Equity Interest 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 Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Parent, GBP and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder)Negative Pledges, 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the ParentParent and GBP, 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 Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, 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 Interest 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 Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As The parties hereto acknowledge that as of the Agreement Date, except neither HPT nor SNH is a Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor and all of its Subsidiaries setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent Guarantor, the Borrower and its their Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent Guarantor and its Subsidiaries, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the ParentParent Guarantor or the Borrower. Part I of Schedule 7.1(b) may be updated from time to time in accordance with the terms of this Agreement.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower a Guarantor or a Subsidiary GuarantorProperty 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) each of the Parent Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such PersonProperty Subsidiary. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly 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. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Guarantor and all of its Subsidiaries setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent Guarantor, the Borrower and its their Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent Guarantor and its Subsidiaries, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the ParentParent Guarantor or the Borrower. Part I of Schedule 7.1(b) may be updated from time to time in accordance with the terms of this Agreement.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Parent, the Borrower and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such SubsidiarySubsidiary (but only a general reference to any Person that is not an Affiliate of the Borrower), (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 Person Subsidiary is the Parenta Material Subsidiary, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Parent, the Borrower and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parenta Material Subsidiary, the Borrower Significant Subsidiary or a Subsidiary Guarantoran Excluded Subsidiary. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests 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 7.1.(b6.1.(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, Part I of Schedule 7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens and other than Liens on Equity Interests of the types described Subsidiaries of Borrower that do not directly or indirectly own interests in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderUnencumbered 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent (including all Subsidiaries of the Borrower), setting forth for each such Subsidiary, (ia) the jurisdiction of organization of such Subsidiary, (iib) each Person holding any Equity Interest ownership interests in such Subsidiary, (iiic) the nature of the Equity Interests ownership interests held by each such Person, Person and (ivd) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary Guarantorownership interests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests ownership 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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 ownership interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, 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 Borrower.

Ownership Structure. As of the Agreement Date Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of Borrower and the Parent other Obligors setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Obligor which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Obligor and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder)Negative Pledges, 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Parent, the General Partner and the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (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) in the case of Subsidiaries of the Borrower, whether such Person Subsidiary is the Parenta Material Subsidiary and/or an Excluded Subsidiary and whether such Subsidiary owns a Non-Controlled Property (and, the Borrower or a Subsidiary Guarantorif so, which one(s)). As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent Parent, the General Partner and the Borrower and its respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, the General Partner and 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 Parent, the General Partner and the Borrower.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests Interests, and (v) whether such Person Subsidiary is the Parent, the Borrower or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries Borrower owns, free and clear of all Liens (other than Permitted Liens (but not Permitted Liens of the types type described in clauses (af) and (fg) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderterm)), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSubsidiary Guarantor, (B) all of the issued and outstanding capital stock of each such Person Subsidiary Guarantor organized as a corporation is validly issued, fully paid and nonassessable and (C) 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 Equity Interests ownership interests of any type in, any such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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 Parent Guarantor’s Ownership Share of each such Unconsolidated Affiliate. All debentures, bonds, notes and all other securities of each Loan Party and their respective Subsidiaries presently issued and outstanding are validly and properly issued in accordance with all applicable laws, including, but not limited to, the Parent"Blue Sky" laws of all applicable states and the federal securities laws.

Ownership Structure. Part I of Schedule 7.1.(b6.1(b) attached to the First Amendment is, as of the Agreement First Amendment 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 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 Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement First Amendment Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement First Amendment Date, Part II of Schedule 7.1.(b6.1(b) attached to the First Amendment 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. Part I of Schedule 7.1.(b) 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 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 Person Subsidiary is the Parenta Material Subsidiary and if so, the Borrower or a whether such Subsidiary Guarantoris an Excluded Subsidiary. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list 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 Interest 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 Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Loan Party and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder)Negative Pledges, 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Subsidiary Guarantoran Excluded Subsidiary. As of the Agreement Date, except as disclosed in such SchedulePart I of Item 6.1.(b) of the Borrower Letter, (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedulein Part I of Item 6.1.(b) of the Borrower Letter, (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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b8.1.(b) isis a complete and correct list, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent (including the Borrower and all Subsidiaries of the Borrower) setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, Subsidiary and (iii) the nature of the Equity Interests held by each such Person, ; (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether a short description of each Property, if any, owned in fee simple by such Person is the Parent, the Borrower or a Subsidiary GuarantorSubsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, Schedule (Aw) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As Part II of Schedule 8.1.(b) correctly sets forth, as of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Second Amendment Date, a complete and correct list of all Subsidiaries of the Parent Parent, the General Partner and the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (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) in the case of Subsidiaries of the Borrower, whether such Person Subsidiary is the Parenta Material Subsidiary and/or an Excluded Subsidiary and whether such Subsidiary owns a Non-Controlled Property (and, the Borrower or a Subsidiary Guarantorif so, which one(s)). As of the Agreement Second Amendment Date, except as disclosed in such Schedule, (A) each of the Parent Parent, the General Partner and the Borrower and its respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Second Amendment Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, the General Partner and 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 Parent, the General Partner and the Borrower. (f) The Credit Agreement is further amended by restating Section 6.1(e) thereof in its entirety as follows:

Ownership Structure. As of the Agreement Date Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the type of legal entity of such Subsidiary, (iii) each Person holding any Equity Interest Interests in such Subsidiary, (iiiiv) the nature of the Equity Interests held by each such Person, (ivv) the percentage of ownership of such Subsidiary represented by such Equity Interests and Interests, (vvi) whether such Person Subsidiary is the Parent, the Borrower or a an Excluded Subsidiary Guarantorand (vii) whether such Subsidiary is an Immaterial Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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 Third Amendment Effective Date, Part I of Schedule 7.1.(b) is, as of the Agreement Date, 7.2 is a complete and correct list of all Subsidiaries of the Parent NSA REIT (including each Controlled Partially-Owned Entity), setting forth for each such Subsidiary, Subsidiary (ia) the jurisdiction of organization of such Subsidiary, (iib) each Person holding any Equity Interest Interests in such Subsidiary, (iiic) the nature of the Equity Interests held by each such Person, and (ivd) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ax) each of the Parent NSA REIT and each of its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderLiens permitted under Section 10.6(a)(iv)), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (By) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Cz) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Third Amendment Effective Date, Part II of Schedule 7.1.(b) 7.2 correctly sets forth all Unconsolidated Affiliates Partially-Owned Entities of the ParentNSA REIT, 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 ParentNSA REIT.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aa)(i) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. As of the Effective Date, the information included in each Beneficial Ownership Certification is true and correct in all material respects.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of the Parent Borrower and the other Obligors setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Obligor which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Obligor and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and Negative Pledges (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderexcept as permitted by Section 9.5), 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) other than options with respect to the stock of the REIT Guarantor granted to outside directors of the REIT Guarantor 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting Subsidiary Guarantors and sets forth for each such SubsidiarySubsidiary Guarantor, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such SubsidiarySubsidiary Guarantor, (iii) the nature of the Equity Interests held by the Borrower or a Subsidiary of the Borrower in each such Person, Subsidiary Guarantor and (iviii) the percentage of ownership of such Subsidiary Guarantor represented by such Equity Interests and (v) whether such Person is the Parent, Interests. Each of the Borrower or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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. 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 Subsidiary Guarantor identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (CB) 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 Equity Interests ownership interests of any type in, any such PersonSubsidiary Guarantor identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth a complete list of all Unconsolidated Affiliates of the Parent, including Parent Guarantor and the correct legal name percentage of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the ParentParent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Material Subsidiaries that are not Excluded Subsidiaries.

Ownership Structure. As of the Agreement Date, Part I of Schedule 7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Parent Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parenta Material Subsidiary, the Borrower or an Exempt Subsidiary and/or a Subsidiary GuarantorForeign Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of Holdings, the Parent Borrower, the other Loan Parties and its the other Subsidiaries owns, free and clear of all Liens (other than Permitted nonconsensual Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderpermitted 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, (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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(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 ParentHoldings.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Schedule 6.1(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 Interest 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 Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent EPR and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) with respect to each such Subsidiary Borrower (or Eligible Canadian Subsidiary), 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 Equity Interests ownership interests of any type in, any such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of the Parent Borrower and the REIT Guarantor setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding which holds any Equity Interest 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 Interests, and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, (A) each as of the Parent Agreement Date (i) the Borrower and its Subsidiaries each Guarantor owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and Negative Pledges (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderexcept 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) other than with respect to Equity Interests in the REIT 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 Equity Interests ownership interests of any type in, any such PersonGuarantor. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower a Material Subsidiary or a Subsidiary GuarantorObligor. As Except as disclosed in such Schedule as of the Agreement Date, except as disclosed in such Schedule, (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of applicable to Eligible Unencumbered Properties pursuant to the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSubsidiary that directly or indirectly owns an Eligible Unencumbered Property, (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) 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 Equity Interests ownership interests of any type in, any such PersonSubsidiary of the Borrower that directly or indirectly owns an Eligible Unencumbered Property. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates Partially Owned Entities of the Parent, including the correct legal name of each 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. Part I of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or an Excluded Subsidiary and/or a Subsidiary GuarantorForeign Subsidiary. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any - 68 - additional shares of capital stock of any class, or partnership or other Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Subsidiary GuarantorMaterial Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a), (e) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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.. LEGAL02/36006473v7

Ownership Structure. As of the Agreement Date, Part I of Schedule 7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ax) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (By) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (Cz) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except as disclosed in such ScheduleItem of the Borrower Letter, (A) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleItem of the Borrower Letter, (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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower a Guarantor or a Subsidiary GuarantorProperty 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) each of the Parent Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such PersonProperty Subsidiary. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly 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 Effective Date, Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, 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 Interest 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 Person Subsidiary is the Parent, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Effective Date (Ai) each of the Parent Parent, the Borrower and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Effective Date, Part II of Schedule 7.1.(b6.1(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, , (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Subsidiary GuarantorMaterial Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a), (e) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such SubsidiarySubsidiary (but only a general reference to any Person that is not an Affiliate of the Borrower), (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 Person Subsidiary is the Parenta Material Subsidiary, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is a Material Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. The parties hereto acknowledge that as of the Parent, the Borrower or Agreement Date GOV is not a Subsidiary GuarantorSubsidiary. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Second Amendment Date, a complete and correct list of all Subsidiaries of the Parent Parent, the General Partner and the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (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) in the case of Subsidiaries of the Borrower, whether such Person Subsidiary is the Parenta Material Subsidiary and/or an Excluded Subsidiary and whether such Subsidiary owns a Non-Controlled Property (and, the Borrower or a Subsidiary Guarantorif so, which one(s)). As of the Agreement Second Amendment Date, except as disclosed in such Schedule, (A) each of the Parent Parent, the General Partner and the Borrower and its respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Second Amendment Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, the General Partner and 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 Parent, the General Partner and the Borrower.

Ownership Structure. Part I of Schedule 7.1.(b7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization incorporation or formation of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature type 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 Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent, the Borrower and the Subsidiaries of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “except Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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 Equity Interests of each such Person is validly issued and, to the extent consisting of capital stock of each such Person organized as a corporation is validly issuedcorporation, fully paid and nonassessable (to the extent such concepts are applicable) and (C) 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 Equity Interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct 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 Interest 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 Person Subsidiary is the Parent, the Borrower a Guarantor or a Subsidiary GuarantorProperty 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) each of the Parent Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such PersonProperty Subsidiary. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement SecondThird Amendment Date, a complete and correct list of all Subsidiaries of the Parent Parent, the General Partner and the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (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) in the case of Subsidiaries of the Borrower, whether such Person Subsidiary is the Parenta Material Subsidiary and/or an Excluded Subsidiary and whether such Subsidiary owns a Non-Controlled Property (and, the Borrower or a Subsidiary Guarantorif so, which one(s)). As of the Agreement SecondThird Amendment Date, except as disclosed in such Schedule, (A) each of the Parent Parent, the General Partner and the Borrower and its respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement SecondThird Amendment Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, the General Partner and 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 Parent, the General Partner and the Borrower.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, 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 Interest 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 Person Subsidiary is the Parenta Material Subsidiary, the Borrower or a Significant Subsidiary Guarantorand/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) (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests 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 7.1.(b6.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parenta Material Subsidiary, the Borrower or a Significant Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent REIT Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiarySubsidiary of the REIT Guarantor, (ii) each Person holding any Equity 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 Person is the Parent, the Borrower or a Subsidiary Guarantoran Excluded Subsidiary. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent REIT Guarantor, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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 Effective Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, 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 Interest 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 Person Subsidiary is the Parenta Material Subsidiary, the Borrower or a an Excluded Subsidiary Guarantorand/or an Unleveraged Non-Domestic Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Effective Date (Ai) each of the Parent Borrower and its Subsidiaries Sub- sidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Effective Date, Part II of Schedule 7.1.(b6.1.(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 Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of the Parent Borrower and GBP setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding member of the Gables Group which holds any Equity Interest 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 Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower, GBP and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder)Negative Pledges, 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the ParentBorrower and GBP, 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of the Parent Borrower and the other Obligors setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Obligor which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Obligor and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and Negative Pledges (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderexcept as permitted by Section 9.5), 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) other than options with respect to the stock of the REIT Guarantor granted to outside directors of the REIT Guarantor 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.l.(b) is a true, 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 Interest 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 Person Subsidiary is the Parenta Material Subsidiary and/or an Excluded Subsidiary and whether such Subsidiary owns a Non-Controlled Property (and if so, the Borrower or a Subsidiary Guarantorwhich one(s)). As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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. Part I of Schedule 7.1.(b) 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 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 Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aa)(i) and (f) of the definition of the term “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder”), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. As of the Third Amendment Effective Date, the information included in each Beneficial Ownership Certification is true and correct in all material respects.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. The parties hereto acknowledge that as of the Parent, the Borrower or Agreement Date GOV is not a Subsidiary GuarantorSubsidiary. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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 Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, 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) the type of legal entity of such Subsidiary, (iii) each Person holding any Equity Interest Interests in such Subsidiary, (iiiiv) the nature of the Equity Interests held by each such Person, (ivv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (vvi) whether such Person Subsidiary is the Parent, the Borrower or a Subsidiary Guarantoran Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the 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. Part I of Schedule 7.1.(b6.1.(b) isis a complete and correct list, as of the Agreement Date, a complete and correct list Date of all Subsidiaries of the Parent Parent, setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except Except as disclosed in such SchedulePart I of Schedule 6.1.(b), (Aw) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As Part II of Schedule 6.1.(b) correctly sets forth, as of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Parent Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower a Guarantor or a Subsidiary GuarantorProperty 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) each of the Parent Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such PersonProperty Subsidiary. As of the Agreement Date, Date Part II of Schedule 7.1.(b6.1.(b) correctly 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. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Schedule 6.1.(b)(i) is a complete and correct list of all Continuing Subsidiaries of the Parent Borrower setting forth for each such Continuing Subsidiary, (i) the jurisdiction of organization of such Continuing Subsidiary, (ii) each Person holding any Equity Interest Interests in such Continuing Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Continuing Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorMaterial Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, as of the Agreement Date (Ai) each of the Parent Borrower and its Continuing Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As Further, as of the Agreement Date, Part II of Schedule 7.1.(b6.1(b)(ii) 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 ParentDiscontinued Subsidiaries.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary GuarantorInterests. As of the Agreement Date, except as disclosed in such Schedule, Schedule (A) ), each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), 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) 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b6.1.(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. Part I of Schedule 7.1.(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of the Parent Borrower and the other Obligors setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Obligor which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person Subsidiary is the Parent, the Borrower or a Material Subsidiary Guarantorand/or an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule, (Ai) each of the Parent Obligor and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (aLiens) and Negative Pledges (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunderexcept as permitted by Section 9.5), 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) other than options with respect to the stock of the REIT Guarantor granted to outside directors of the REIT Guarantor 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 Equity Interests ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(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. (i) Part I of Schedule 7.1.(b6.1.(b) is, as of the Agreement Effective Date, a complete and correct list of (x) all Loan Parties (other than the Parent) and all Eligible Property Subsidiaries of and (y) all other Subsidiaries (other than Subsidiaries that, in the Parent aggregate, contribute less than $10,000,000 to Total Asset Value) setting forth for each such Subsidiary, (iA) the jurisdiction of organization of such Subsidiary, (iiB) each Person holding any Equity Interest in such Subsidiary, (iiiC) the nature of the Equity Interests held by each such Person, (ivD) the percentage of ownership of such Subsidiary represented by such Equity Interests and (vE) whether such Person Subsidiary is the Parenta Parent Entity, the Borrower a Borrower, an Eligible Property Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. (ii) The Parent (or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (Aits applicable Subsidiary) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (apermitted pursuant to Section 9.2.(a)(ii)) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held any Parent Entity or the Company owned directly or indirectly by it on such Schedulethe Parent. (iii) As of the Effective Date, except as disclosed in Schedule 6.1.(b), (BA) all of the issued and outstanding capital stock of each such Person identified in Schedule 6.1.(b) as organized as a corporation under the laws of any jurisdiction of the United States of America, a State thereof or the District of Columbia is validly issued, fully paid and nonassessable and (CB) 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 Equity Interests ownership interests of any type in, any such Person. Loan Party (other than the Parent) or any Eligible Property Subsidiary identified in Schedule 6.1.(b). (iv) As of the Agreement Effective Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent (other than Unconsolidated Affiliates that, in the aggregate, contribute less than $10,000,000 to Total Asset Value), including the correct legal name of such Person, the type of legal entity which each such Person organized under the laws of any jurisdiction of the United States is, and all Equity Interests in such Person held directly or indirectly by the Parent.