Common use of Ownership Structure Clause in Contracts

Ownership Structure. Part I of Schedule 7.1(b) is, as of the Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b). As of the Amendment No. 7 Effective Date, Part II of Schedule 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. Part I of Schedule 7.1(b) is, as of the Amendment No. 7 Effective Date, a complete and correct list of all Subsidiaries of the Parent Guarantor 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 Subsidiary Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity InterestsInterests (provided that non-material errors in such schedule shall not constitute a Default hereunder so long as all parties which are required to become Guarantors hereunder have in fact become Guarantors hereunder, notwithstanding such errors). Each Except as disclosed in such Schedule, as of the Effective Date (A) either the Borrower and its Subsidiaries or one of the other Loan Parties owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b)shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b) as such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b)such Subsidiary. As of the Amendment No. 7 Effective Date, Part II of Schedule 7.1(b) correctly sets forth forth, as of the Effective Date, all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such PersonUnconsolidated Affiliates, the type of legal entity which each such Person Unconsolidated Affiliate is, and all Equity Interests ownership interests in such Person Unconsolidated Affiliates held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Fourth Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.295% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Fourth Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b7.1.(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b7.1.(b). As of the Fourth Amendment No. 7 Effective Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Fourth Amendment No. 7 Effective Date, the Subsidiaries identified in Schedule 1.1 1.1. constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property SubsidiariesGuarantors.

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.295% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Agreement Date, except as disclosed in Schedule 7.1(b7.1.(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b7.1.(b). As of the Amendment No. 7 Effective Agreement Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Amendment AgreementAmendment No. 7 1 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. Part I of Schedule 7.1(b) is, as of the Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx Xxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Agreement Date, except as disclosed in Schedule 7.1(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b). As of the Amendment No. 7 Effective Agreement Date, Part II of Schedule 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. Part I of Schedule 7.1(b) is, as of the Amendment No. 7 Effective Date, a complete and correct list of all Subsidiaries of the Parent Guarantor 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 Subsidiary Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity InterestsInterests (provided that non-material errors in such schedule shall not constitute a Default hereunder so long as all parties which are required to become Guarantors hereunder have in fact become Guarantors hereunder, notwithstanding such errors). Each Except as disclosed in such Schedule, as of the Effective Date (A) either the 62 Borrower and its Subsidiaries or one of the other Loan Parties owns, free and clear of all Liens (other than Permitted Liens) ), and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b)shown to be held by it on such Schedule, (AB) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b) as such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable and (BC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ ' or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b)such Subsidiary. As of the Amendment No. 7 Effective Date, Part II of Schedule 7.1(b) correctly sets forth forth, as of the Effective Date, all Unconsolidated Affiliates of the Parent GuarantorBorrower, including the correct legal name of such PersonUnconsolidated Affiliates, the type of legal entity which each such Person Unconsolidated Affiliate is, and all Equity Interests ownership interests in such Person Unconsolidated Affiliates held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property SubsidiariesBorrower.

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Fourth Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.295% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Fourth Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b7.1.(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b7.1.(b). As of the Fourth Amendment No. 7 Effective Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Fourth Amendment No. 7 5 Effective Date, the Subsidiaries identified in Schedule 1.1 1.1. constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. Part I of Schedule 7.1(b) is, as of the Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx Xxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b). As of the Amendment No. 7 Effective Date, Part II of Schedule 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.295% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Agreement Date, except as disclosed in Schedule 7.1(b7.1.(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b7.1.(b). As of the Amendment No. 7 Effective Agreement Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 1 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. (i) As of the Effective Date, Part I of Schedule 7.1(b) is, as of the Amendment No. 7 Effective Date, 7.2 is a complete and correct list of all Subsidiaries of each of the Parent Guarantor Loan Parties and an organizational chart, setting forth for each such Subsidiary, Loan Party and its respective Subsidiaries (ia) the jurisdiction of organization of each such Loan Party or Subsidiary, (iib) each Person directly or indirectly holding any Equity Interest Interests in such SubsidiaryLoan Party or Subsidiary through the level of ownership shown on such organizational chart, (iiic) the nature of the Equity Interests held by each such Subsidiary Person and (ivd) the percentage of ownership of such Loan Party or Subsidiary represented by such Equity Interests. Each Without limitation of the Borrower foregoing, Part I of Schedule 7.2 sets forth the holders of the Series B Preferred and the percentage of Series B Preferred held by each such holder in each case as of the Effective Date, and any holder of Series C Preferred that owns twenty percent or more of such Series C Preferred and the percentage held. Except as disclosed in such Schedule as of the Effective Date, (w) no Person (together with such Person’s Affiliates) (i) directly holds 10% or more of the Equity Interests in any Loan Party or its respective Subsidiaries or (ii) directly or indirectly holds 25% or more of the Equity Interests in any Loan Party or its respective Subsidiaries, (x) each of the Loan Parties and each of their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) , and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York CityPerson shown to be held by it on such Schedule, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b), (A) 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 (Bz) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights rights, proxies or agreements of any kind (including, without limitation, any investment advisory, stockholders’ or voting trust agreements) for the issuance, sale, registration registration, disposition or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person, except in the case of this clause (z) for the investment advisory agreements, proxies and other contractual arrangements between certain holders of outstanding shares of capital stock of the Parent Guarantor and the Person identified in on such Schedule 7.1(bas of the Effective Date as the counterparty thereto or beneficiary thereof (such identified Person, without regard to any subsequent update to such Schedule as contemplated below, the “Schedule 7.2 Party”). Without limitation of the foregoing, Part I of Schedule 7.2 sets forth the Person Controlling the Schedule 7.2 Party as of the Effective Date (such Person, without regard to any subsequent update to such Schedule as contemplated below, the “Schedule 7.2 Party Control Person”) and the Schedule 7.2 Party Control Person has not changed since the Original Agreement Date. In addition, from the Original Agreement Date through the Effective Date, other than as contemplated by the Second Amendment with respect to the addition of Series C Preferred pursuant to the Series C Articles Supplementary and the repurchase of shares of Series A Preferred, no Loan Party has amended, supplemented or otherwise altered its Existing Dividend Policies as in effect on the Original Agreement Date in any manner that had the effect of increasing the dividends, distributions or other payments paid or payable thereon. Part I of Schedule 7.2 shall be updated quarterly with each Compliance Certificate delivered pursuant to Section 9.3 hereof. (ii) As of the Amendment No. 7 Effective Date, Part II of Schedule 7.1(b) 7.2 correctly sets forth all Unconsolidated Affiliates of the Parent GuarantorLoan Parties, 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 Guarantorapplicable Loan Party. As of the Effective Date, Part III of Schedule 7.2 correctly sets forth the name and capital commitment and unfunded capital commitment of each investor in the Loan Parties. Schedule 7.2, Parts II and III shall be updated quarterly with each Compliance Certificate delivered pursuant to Section 9.3 hereof. (iii) The Series C Preferred has been issued in conformity with the organizational documents of the Loan Parties and Applicable Law. The terms of the Series C Preferred do not provide its holders any mandatory redemption right or other mandatory payment thereunder until the date that is seven (7) years from the issuance thereof. The Loan Parties have not entered into any side letters in respect of the Series C Preferred. Upon the issuance of a new class or series of Preferred Equity Interests or the incurrence any additional Indebtedness or the issuance of additional shares of any class or series of Parity Preferred Stock or Senior Stock (each as defined in the Series C Articles Supplementary), the Borrower and Parent Guarantor will be in compliance with Paragraph 7 of the Series C Articles Supplementary. (iv) To the extent that any Series A Preferred remains outstanding on or after the Second Amendment No. 7 Effective Date, the Subsidiaries identified Series A Preferred meets the Preferred Equity Conditions. From and after January 1, 2023 through the 2023 First Amendment Effective Date, the Parent Guarantor has received $6,500,000 in Schedule 1.1 constitute all gross proceeds from the issuance of Series B Preferred. (v) None of the Equity Interests of any Subsidiary Guarantors of the Loan Parties are certificated (except to the extent required by the Administrative Agent pursuant to the Pledge and Non-Loan Party BB Property SubsidiariesSecurity Agreement).

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Fourth Amendment No. 7 Effective 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 Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.295% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Fourth Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b7.1.(b), (A) all of the issued and outstanding capital stock of each Person identified in Schedule 7.1(b7.1.(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified in Schedule 7.1(b7.1.(b). As of the Fourth Amendment No. 7 Effective Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 5 Effective Date, the Subsidiaries identified in Schedule 1.1 1.1. constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.