Common use of Ownership Structure Clause in Contracts

Ownership Structure. As of the Closing Date, Part I of Schedule 4.24 is a complete and correct list of all Subsidiaries of the 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 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 Capital Securities. Except as disclosed in Part I of Schedule 4.24, as of the Closing Date (i) the Borrower and its Subsidiaries own, free and clear of all Liens and has the unencumbered right to vote, all outstanding Capital Securities in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital Securities of each Person is validly issued, fully paid and nonassessable and (iii) 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 Capital Securities of any type in, any such Person. Except as listed on Part II of Schedule 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 Loan Parties or their respective Subsidiaries.

Ownership Structure. As of the Closing Effective Date, Part I of Schedule 4.24 7.1.(b) is a complete and correct list of all Subsidiaries of the Borrower and of each Loan Party Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Capital Securities Equity Interests in such Subsidiary, (iii) the nature of the Capital Securities Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests. Except as disclosed in Part I of Schedule 4.24such Schedule, as of the Closing Effective Date (i) each of the Borrower Parent and its Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Except as listed on As of the Effective Date Part II of Schedule 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 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Loan Parties 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 their respective Subsidiariesindirectly by the Parent.

Ownership Structure. As of the Closing Date, Part I of Schedule 4.24 5.24 is a complete and correct list of all Subsidiaries of the 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 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 Capital Securities. Except as disclosed in Part I of Schedule 4.24, as of the Closing Date . (i) the The Borrower and its Subsidiaries own, free and clear of all Liens and has the unencumbered right to vote, all outstanding Capital Securities in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital Securities of each Person is validly issued, fully paid and nonassessable and (iii) 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 Capital Securities of any type in, any such Person. Except as listed on Part II of Schedule 4.245.24, 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 4.245.24, 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 Loan Parties or their respective Subsidiaries.

Ownership Structure. As of the Closing Date, Part I of Schedule 4.24 is 7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower and of each Loan Party Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Capital Securities Equity Interest in such Subsidiary, (iii) the nature of the Capital Securities Equity Interests held by each such Person, Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests. Except as disclosed in Part I Each of Schedule 4.24, as of the Closing Date (i) the Borrower and its Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such ScheduleSubsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Kxxxxxxxxxxxx in New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As of the Agreement Date, except as disclosed in Schedule 7.1(b), (iiA) all of the issued and outstanding Capital Securities capital stock of each Person identified in Schedule 7.1(b) as organized as a corporation is validly issued, fully paid and nonassessable and (iiiB) 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 Capital Securities 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). Except as listed on As of the Agreement Date, Part II of Schedule 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 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Effective Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Parties or their respective Party BB Property Subsidiaries.

Ownership Structure. As of the Closing Date, Part I of Schedule 4.24 is 7.1(b) is, as of the First Modification Effective Date, a complete and correct list of all Subsidiaries of the Borrower and of each Loan Party setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person directly holding any Capital Securities Equity Interest in such SubsidiaryPerson, (iii) the nature of the Capital Securities Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary Person represented by such Capital SecuritiesEquity Interests (provided that non-material errors in such schedule 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, notwithstanding such errors). Except As of the First Modification Effective Date, except as disclosed in Part I such Schedule 7.1(b), (A) each of Schedule 4.24, as of the Closing Date (i) the Borrower and its Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such ScheduleSchedule 7.1(b), (iiB) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable non-assessable, and (iiiC) 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 Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonLoan Party. Except as listed on As of the First Modification Effective Date, Part II of Schedule 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 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Loan Parties 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 their respective Subsidiariesindirectly by the Borrower.

Ownership Structure. As of the Closing First Amendment Date, Part I of Schedule 4.24 7.1.(b) is a complete and correct list of all Subsidiaries of the Borrower and of each Loan Party Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Capital Securities Equity Interests in such Subsidiary, (iii) the nature of the Capital Securities Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests and (v) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, an Accommodation Subsidiary, an Issuer on the First Amendment Date or none of the foregoing. Except as disclosed in Part I of Schedule 4.24such Schedule, as of the Closing First Amendment Date (iA) each of the Borrower Parent and its Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such ScheduleSchedule 7.1.(b), (iiB) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Except as listed on As of the First Amendment Date, Part II of Schedule 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 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Loan Parties 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 their respective Subsidiariesindirectly by the Parent.

Ownership Structure. As of the Closing Date, Part I of Schedule 4.24 is 6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Borrower and of each Loan Party Borrowers setting forth (i) for each such Subsidiary, Subsidiary (iA) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each Person such Subsidiary that owns or leases a 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 Capital Securities direct or indirect Equity Interest in such Subsidiary, (iiiB) the nature of the Capital Securities Equity Interests held by each such Person, and (ivC) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests. Except As of the Agreement Date, except as disclosed in Part I 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 Schedule 4.24business, as each of the Closing Date (i) the Borrower Borrowers and its their Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such Schedule, (iiB) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Except as listed on As of the Agreement Date, Part II of Schedule 4.246.1.(b) correctly sets forth all Unconsolidated Affiliates of each Borrower, neither including the Loan Parties nor their respective Subsidiaries are engaged correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in any joint venture such Person held directly 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 indirectly by the issuance of Capital Securities of the Loan Parties or their respective Subsidiariesapplicable Borrower.

Ownership Structure. As of the Closing Fifth Amendment Effective Date, Part I of Schedule 4.24 7.1.(b) is a complete and correct list of all Subsidiaries of the Borrower and of each Loan Party Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Capital Securities Equity Interests in such Subsidiary, (iii) the nature of the Capital Securities Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests and (v) whether such Subsidiary is a Material Subsidiary, an Exempt Subsidiary and/or a Foreign Subsidiary. Except as disclosed in Part I of Schedule 4.24such Schedule, as of the Closing Fifth Amendment Effective Date (i) each of Holdings, the Borrower Borrower, the other Loan Parties and its the other Subsidiaries ownowns, free and clear of all Liens (other than nonconsensual Liens permitted under Section 10.2.), and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Except as listed on As of the Fifth Amendment Effective Date Part II of Schedule 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 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Loan Parties 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 their respective Subsidiariesindirectly by Holdings.

Ownership Structure. As of the Closing Date, Part I of Schedule 4.24 is a complete and correct list of all Subsidiaries of the 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 Capital Securities in such Subsidiary, (iii) the nature The authorized capital stock of the Capital Securities held Company consists of 500 shares of common stock, of which 100 shares are validly issued and outstanding, fully paid and nonassessable and owned by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Capital Securities. Except as disclosed in Part I of Schedule 4.24, as of the Closing Date (i) the Borrower and its Subsidiaries ownAxxxxx Holdings, free and clear of all Liens Encumbrances, except as set forth in Schedule 4.1(d)(i). There are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable interests or other commitments pursuant to which the Company is or may become obligated to issue any capital stock or any other interests convertible, exchangeable or exercisable for any such capital stock, and has no equity interests of the unencumbered right to vote, all outstanding Capital Securities in each Person shown to be held by it on such Schedule, Company are reserved for issuance for any purpose. (ii) all The authorized capital stock of the Axxxxx Holdings consists of 100 shares of Common Stock, of which 100 shares are validly issued and outstanding Capital Securities of each Person is validly issuedoutstanding, fully paid and nonassessable nonaccessable, and owned by the Holding Company, free and clear of all Encumbrances, except as set forth in Schedule 4.1(d)(ii). There are no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable interests or other commitments pursuant to which the Axxxxx Holdings is or may become obligated to issue any capital stock or any other interests convertible, exchangeable or exercisable for any such capital stock, and no equity interests of the Axxxxx Holdings are reserved for issuance for any purpose. (iii) there The authorized Membership Units of the Holding Company consist of 5,000,000 Common Membership Units and 700,000 Preferred Membership Units, of which 200,000 Common Membership Units and 700,000 Preferred Membership Units are no validly issued and outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements as 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 Capital Securities date of any type in, any such Personthis Agreement. Except as listed disclosed on Part II of Schedule 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 4.244.1(d)(iii), there are no outstanding stock purchase warrants, options, agreements, subscriptions, options, securities, instruments convertible or exchangeable interests or other rights commitments pursuant to which the Holding Company is or may become obligated to issue any Membership Units of the Holding Company or any type or nature whatsoever, which are convertible intoother interests convertible, exchangeable or exercisable for or otherwise provide for or permit the issuance of Capital Securities any such Membership Units, and no equity interests of the Loan Parties or their respective SubsidiariesHolding Company are reserved for issuance for any purpose.

Ownership Structure. As of the Closing Agreement Date, Part I of Schedule 4.24 6.1(b) is a complete and correct list or diagram of all Subsidiaries of the Borrower and of each the other Loan Party 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 Capital Securities Equity Interests in such Subsidiary, (iii) the nature of the Capital Securities Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. Except as disclosed in Part I of Schedule 4.24such Schedule, as of the Closing Agreement Date (i) the Borrower each Loan Party and its Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens) and Negative Pledges (other than any Negative Pledges under this Agreement and the Existing Credit Agreements) and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable nonassessable, and (iii) 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 Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Except as listed on As of the Agreement Date Part II of Schedule 4.246.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of Borrower, neither including the Loan Parties nor their respective Subsidiaries are engaged correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in any joint venture such Person held directly 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 Loan Parties or their respective Subsidiariesindirectly by Borrower.

Ownership Structure. As of the Closing Agreement Date, Part I of Schedule 4.24 6.1.(b) is a complete and correct list of all Subsidiaries of the Borrower and of each Loan Party Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Capital Securities Equity Interests in such Subsidiary, (iii) the nature of the Capital Securities Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests and (v) whether such Subsidiary is a Material Subsidiary. Except as disclosed in Part I of Schedule 4.24such Schedule, as of the Closing Agreement Date (i) each of the Borrower Parent and its Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a), (e) and (f) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) except (x) with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower, (y) 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 (z) 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, 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 4889-7534-3155, v. 14 into, any additional Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Except as listed on As of the Agreement Date Part II of Schedule 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 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Loan Parties 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 their respective Subsidiariesindirectly by the Parent.

Ownership Structure. As of the Closing DateAgreement Date (and after giving effect to the Acquisition), Part I of Schedule 4.24 6.1.(b) is a complete and correct list of all Subsidiaries of the Borrower and of each Loan Party Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Capital Securities Equity Interests in such Subsidiary, (iii) the nature of the Capital Securities Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Capital SecuritiesEquity Interests and (v) whether such Subsidiary is a Material Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. Except as disclosed in Part I of Schedule 4.24such Schedule, as of the Closing Agreement Date (and after giving effect to the Acquisition) (i) each of the Borrower Parent and its Subsidiaries ownowns, free and clear of all Liens (other than Permitted Liens (as defined in the Pledge Agreement)), and has the unencumbered right to vote, all outstanding Capital Securities Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital Securities capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 Capital Securities shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Except as listed on As of the Agreement Date (and after giving effect to the Acquisition) Part II of Schedule 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 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Loan Parties 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 their respective Subsidiariesindirectly by the Parent.