Common use of Ownership Structure Clause in Contracts

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the 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 percentage of ownership of such Subsidiary represented by such Equity Interests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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 ownership interests of any type in, any such Person. As of the 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. As of the Effective Date, Part I of Schedule 7.1.(b) is, as of the First Amendment 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 (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableInterests. As of the First Amendment Date, except Except as disclosed in such Schedule, as of the Effective Date (Ai) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the types type described in clause (ah) of the definition of the term “Permitted Liens” ) and in the case of an Excluded Subsidiary, customary other than Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse IndebtednessSubsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered 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 (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)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 ownership interests of any type in, any such Person. As of the First Amendment Date, Effective 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 Closing Date, Part I of Schedule 7.1.(b) is, as of the First Amendment Date, 4.24 is a complete and correct list of all Subsidiaries of the Parent Borrower and of each Loan Party setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Capital Securities in such Subsidiary, (iii) the nature of the Capital Securities held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableCapital Securities. As of the First Amendment Date, except Except as disclosed in such SchedulePart I of Schedule 4.24, (A) each as of the Parent Closing Date (i) the Borrower and its Subsidiaries ownsown, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests Capital Securities in each Person shown to be held by it on such Schedule (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)Schedule, (Bii) all of the issued and outstanding capital stock Capital Securities 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 ownership interests Capital Securities of any type in, any such Person. As of the First Amendment Date, Except as listed on Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates 4.24, neither the Loan Parties nor their respective Subsidiaries are engaged in any joint venture or partnership with any other Person. Except as listed on Part III of Schedule 4.24, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of Capital Securities 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 Loan Parties or indirectly by the Parenttheir respective Subsidiaries.

Ownership Structure. As of the Agreement Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicablea Subsidiary Obligor. As of the First Amendment Date, except Except as disclosed in such ScheduleSchedule 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (other than in the case of Subsidiary that directly or indirectly owns an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness)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 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 First Amendment 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.(b7.1(b) is, as of the First Amendment Modification Effective Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such 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 (iv) whether provided that non-material errors in such Subsidiary is a Material Subsidiaryschedule 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, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if notwithstanding such date occurred on the First Amendment Dateerrors), as applicable. As of the First Amendment Modification Effective 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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 Indebtedness7.1(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 ownership interests of any type in, any such PersonLoan Party. As of the First Amendment Modification Effective 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.(b7.1(b) is, as of the First Amendment 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 and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence Interests. Each of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (aLiens) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule 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 case 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 an Excluded Subsidiarythe Agreement Date, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtednessexcept 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 ownership interests of any type in, any such PersonPerson identified in Schedule 7.1(b). As of the First Amendment Agreement Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the ParentParent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the ParentParent Guarantor. As of the 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.(bItem 6.1.(b) of the Borrower Letter is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (other than in Part I of Item 6.1.(b) of the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness)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 ownership interests of any type in, any such Person. As of the First Amendment 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 of the First Amendment 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 percentage of ownership of such Subsidiary represented by such Equity Interests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, Subsidiary or a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date)Subsidiary, as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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 ownership interests of any type in, any such Person. As of the First Amendment 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 First Amendment Date, 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause Liens) and Negative Pledges (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtednessexcept 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 (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)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 ownership interests of any type in, any such PersonGuarantor. As of the First Amendment 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.(b6.1.(b) is, as of the First Amendment Agreement Date, a complete and correct list of all Subsidiaries of each of the Parent Borrowers setting forth (i) for each such Subsidiary, Subsidiary (iA) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the percentage of ownership of such Subsidiary represented by such Equity Interests and (ivB) whether such Subsidiary is a Material Subsidiary, and (ii) for each such Subsidiary that owns or leases a Significant Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interest in such Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon (B) the occurrence nature of the Security Trigger Date Equity Interests held by each such Person, and (as if C) the percentage of ownership represented by such date occurred on the First Amendment Date), as applicableEquity Interests. As of the First Amendment Agreement Date, except as disclosed in such Schedule, (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of business, each of the Parent Borrowers and its their Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into 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 ownership interests of any type in, any such Person. As of the First Amendment Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parenteach 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 Parentapplicable Borrower.

Ownership Structure. As of the First Amendment Date, Part I of Schedule 7.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Accommodation Subsidiary, an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As Date or none of the First Amendment Date, except foregoing. Except as disclosed in such Schedule, as of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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 Indebtedness7.1.(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 ownership interests of any type in, any such Person. As of the 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. As of the Fifth Amendment Effective Date, Part I of Schedule 7.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, Exempt Subsidiary and/or a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableSubsidiary. As of the First Amendment Date, except Except as disclosed in such Schedule, as of the Fifth Amendment Effective 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtednesspermitted 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 (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)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 ownership interests of any type in, any such Person. As of the First Fifth Amendment Date, Effective 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.(b7.1(b) is, as of the First Amendment Effective Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person 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 (iv) whether provided that non-material errors in such Subsidiary is schedule shall not constitute a Material SubsidiaryDefault hereunder so long as all parties which are required to become Guarantors hereunder have in fact become Guarantors hereunder, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if notwithstanding such date occurred on the First Amendment Dateerrors), as applicable. As of the First Amendment Date, except Except as disclosed in such Schedule, as of the Effective Date (A) each either the Borrower or one of the Parent and its Subsidiaries other Loan Parties owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Subsidiary shown to be held by it on such Schedule (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)Schedule, (B) all of the issued and outstanding capital stock of each such Person Subsidiary 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 ownership interests of any type in, any such PersonSubsidiary. As of the First Amendment Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth forth, as of the Effective Date, all Unconsolidated Affiliates of the ParentBorrower, 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 ParentBorrower.

Ownership Structure. Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 (ivv) 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 Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment Agreement Date, each Guarantor is a Wholly Owned Subsidiary of the Borrower. 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 clause (aa)(i) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment 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. As of the Agreement Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment Date, 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 First Amendment 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 (ivv) whether such Subsidiary is a Material SubsidiarySubsidiary and if so, a Significant Subsidiary, whether such Subsidiary is an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause clauses (a) and (f) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment 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 First Amendment 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 (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableInterests. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such PersonSubsidiary. As of the First Amendment 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 of the First Amendment 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 and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence Interests. Each of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (aLiens) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule Subsidiary which directly or indirectly owns a Borrowing Base Property (other than any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the case Borrower retains, directly or indirectly, a 95% ownership interest therein). As of an Excluded Subsidiarythe Agreement Date, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtednessexcept 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 ownership interests of any type in, any such PersonPerson identified in Schedule 7.1.(b). As of the First Amendment 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 AgreementAmendment No. 1 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the First Amendment 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 and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence Interests. Each of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (aLiens) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule Subsidiary which directly or indirectly owns a Borrowing Base Property (other than any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the case Borrower retains, directly or indirectly, a 95% ownership interest therein). As of an Excluded Subsidiarythe Agreement Date, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtednessexcept 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 ownership interests of any type in, any such PersonPerson identified in Schedule 7.1.(b). As of the First Amendment 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 Subsidiary Guarantors.

Ownership Structure. Part I of Schedule 7.1.(b) is, as of the First Amendment 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 and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence Interests. Each of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (aLiens) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule Subsidiary which directly or indirectly owns a Borrowing Base Property (other than any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the case Borrower retains, directly or indirectly, a 95% ownership interest therein). As of an Excluded Subsidiarythe Agreement Date, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtednessexcept 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 ownership interests of any type in, any such PersonPerson identified in Schedule 7.1.(b). As of the First Amendment 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 Amendment No. 1 Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.

Ownership Structure. As of the AgreementFirst Amendment Date, Part I of Schedule 7.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Accommodation Subsidiary, an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As Date or none of the First Amendment Date, except foregoing. Except as disclosed in such Schedule, as of the AgreementFirst Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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 Indebtedness7.1.(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 ownership interests of any type in, any such Person. As of the First AgreementFirst 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. As of the Effective Date, Part I of Schedule 7.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign an Accommodation Subsidiary on the Effective Date or would be an Issuer upon the occurrence none of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableforegoing. As of the First Amendment Date, except Except as disclosed in such Schedule, as of the Effective 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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 Indebtedness7.1.(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 ownership interests of any type in, any such Person. As of the First Amendment Effective 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) 7.2. is, as of the First Amendment 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, Subsidiary and (iiic) the nature of the ownership interests held by each such Person and (d) the percentage of ownership of such Subsidiary represented by such Equity Interests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableownership interests. As of the First Amendment Date, except Except as disclosed in such Schedule, Schedule (Ai) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests ownership interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment Date, Part II of Schedule 7.1.(b) 7.2. correctly sets forth all Unconsolidated Affiliates and Preferred Stock Entities 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 First Amendment Date, 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 Liens) and Negative Pledges (other than any Negative Pledges under this Agreement and the types described in clause (aExisting Credit Agreements) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment Date, 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 (and after giving effect to the Acquisition), Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment DateAgreement Date (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. 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 First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, Subsidiary and/or a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableSubsidiary. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and as defined in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse IndebtednessPledge Agreement)), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment Date, Agreement Date (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. As of the Agreement Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment Date, 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 (ivv) whether such Subsidiary is a Material Guarantor or Property Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Property Subsidiary shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such PersonProperty Subsidiary. As of the First Amendment Date, Agreement 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.(b) issets forth, as of the First Amendment Effective Date, a complete and correct list in all material respects of all Subsidiaries of the Parent Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, Subsidiary and/or a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableSubsidiary. As of the First Amendment Date, except Except as disclosed in such Schedule, Schedule (Ai) each of Holdings, the Parent MG Borrower, the other Loan Parties and its the other Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtednesspermitted 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 (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)Schedule, (Bii) all of the issued and outstanding capital stock of each such Person that is a Subsidiary of Holdings organized as a corporation is validly issued, fully paid and nonassessable and (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 ownership interests of any type in, any such Person. As of the First Amendment Date, Part II of Schedule 7.1.(b) correctly sets forth forth, as of the Effective Date, a complete and correct list in all material respects of all Unconsolidated Affiliates of the ParentMG Borrower setting forth for each such Unconsolidated Affiliate, including (i) the correct legal name jurisdiction of organization of such PersonUnconsolidated Affiliate, the type (ii) each Person that is a Loan Party or a Subsidiary of legal entity which each such Person is, and all Holdings holding any Equity Interests in such Person held directly or indirectly Unconsolidated Affiliate and (iii) the percentage of ownership of such Unconsolidated Affiliate represented by the Parentsuch Equity Interests.

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the First Amendment 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 (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableInterests. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonSubsidiary. As of the First Amendment 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 of the First Amendment 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 percentage of ownership of such Subsidiary represented by such Equity Interests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date)Subsidiary, as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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 ownership interests of any type in, any such Person. As of the First Amendment 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.l.(b) isis a true, as of the First Amendment 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 and (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded SubsidiarySubsidiary and whether such Subsidiary owns a Non-Controlled Property (and if so, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Datewhich one(s), as applicable). As of the First Amendment 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 clause (aLiens) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment 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 First Amendment 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 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment 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 As of the First Amendment 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 (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicableInterests. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonSubsidiary. As of the First Amendment 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. As of the Agreement Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause clauses (a), (e) and (f) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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) except with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower and the right of affiliates of the Xxxx Xxxxxxx Company to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of Xxxxxxx Investors, LLC dated August 11, 2015, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the First Amendment Date, 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. As of the Agreement Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 Interests, (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, Subsidiary and/or an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence and (vi) whether such Subsidiary is one of the Security Trigger Date (as if such date occurred on Guarantors designated by the First Amendment Date), as applicable. As Borrower to meet the requirements of the First Amendment Date, except second sentence of Section 7.12.(b). 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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 ownership interests of any type in, any such Person. As of the First Amendment Datedate hereof, 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 First Amendment 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 percentage of ownership of such Subsidiary represented by such Equity Interests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date)Subsidiary, as applicable. As of the First Amendment 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 clause (a) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person ​ ​ shown to be held by it on such Schedule (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 ownership interests of any type in, any such Person. As of the First Amendment 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. (i) Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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, (D) the percentage of ownership of such Subsidiary represented by such Equity Interests and (ivE) whether such Subsidiary is a Material SubsidiaryParent Entity, a Significant Borrower, an Eligible Property Subsidiary, an Excluded Subsidiary, Subsidiary and/or a Foreign Subsidiary Subsidiary. (ii) The Parent (or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment 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 clause (apermitted pursuant to Section 9.2.(a)(ii)) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held any Parent Entity or the Company owned directly or indirectly by it on such the Parent. (iii) As of the Effective Date, except as disclosed in Schedule (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 Indebtedness6.1.(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 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 First Amendment 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.

Ownership Structure. As of the Agreement Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicablea Subsidiary Obligor. As of the First Amendment Date, except Except as disclosed in such ScheduleSchedule 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 clause (a) of applicable to Eligible Unencumbered Properties pursuant to the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (other than in the case of Subsidiary that directly or indirectly owns an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness)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 ownership interests of any type in, any such PersonSubsidiary of the Borrower that directly or indirectly owns an Eligible Unencumbered Property. As of the First Amendment 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. As of the Effective Date, Part I of Schedule 7.1.(b6.1.(b) is, as of the First Amendment 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 (ivv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, a Foreign Subsidiary or would be an Issuer upon the occurrence of the Security Trigger Date (as if such date occurred on the First Amendment Date), as applicable. As of the First Amendment Date, except Except as disclosed in such Schedule, as of the Effective 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 clause clauses (a), (e) and (f) of the definition of the term “Permitted Liens” and in the case of an Excluded Subsidiary, customary Liens on Equity Interests of such Excluded Subsidiary securing Nonrecourse Indebtedness”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule (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)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) except with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower and (x) the right of affiliates of the Xxxx Xxxxxxx Company to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of Xxxxxxx Investors, LLC dated August 11, 2015, and (y) the right of affiliates of Xxx Xxxxxx and Associates to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of XX Xxxxxxxx Company, LLC dated March 23, 2010 as amended from time to time, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the First Amendment 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.