Common use of Ownership Structure Clause in Contracts

Ownership Structure. As of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR holding any Equity 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. Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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, such Subsidiary. As of the Agreement Date, Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPR, 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 EPR.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1(b7.1.(b) is a complete and correct list of all Subsidiaries of EPR Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, an Exempt Subsidiary and/or a Foreign Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR Holdings, the Borrower, the other Loan Parties and its the other Subsidiaries owns, free and clear of all Liens (other than Permitted Liensnonconsensual Liens permitted 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, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 SubsidiaryPerson. As of the Agreement Date, Date Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRHoldings.

Ownership Structure. As Part I of Schedule 7.1(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except As of the Agreement Date, except as disclosed in such ScheduleSchedule (A), as each of the Agreement Date (i) each of EPR Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (iiB) 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 (iiiC) with respect to each such Subsidiary other than rights under Borrower (or Eligible Canadian Subsidiary)Preferred Units, 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 SubsidiaryPerson. As of the Agreement Date, Part II of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Borrower.

Ownership Structure. As (i) Part I of Schedule 6.1.(b) is, as of the Agreement Effective Date, Schedule 6.1(b) is a complete and correct list of (x) all Loan Parties (other than the Parent) and all Eligible Property Subsidiaries of EPR and (y) all other Subsidiaries (other than Subsidiaries that, in the 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) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest in such Subsidiary, (iiiC) a summary description of the nature of the Equity Interests held by each such Person, and (ivD) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except as disclosed in Interests and (E) whether such ScheduleSubsidiary is a Parent Entity, as of the Agreement Date a Borrower, an Eligible Property Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. (iii) each of EPR and The Parent (or its Subsidiaries applicable Subsidiary) owns, free and clear of all Liens (other than Permitted LiensLiens permitted pursuant to Section 9.2.(a)(ii), ) and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held any Parent Entity or the Company owned directly or indirectly by it on such Schedulethe Parent. (iii) As of the Effective Date, except as disclosed in Schedule 6.1.(b), (iiA) 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 (iiiB) 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, such Subsidiary. any Loan Party (other than the Parent) or any Eligible Property Subsidiary identified in Schedule 6.1.(b). (iv) As of the Agreement Effective Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe Parent (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 EPRthe Parent.

Ownership Structure. As Part I of Schedule 7.1.(b) is, as of the Agreement AgreementFirst Amendment Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest 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 InterestsInterests 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), as applicable. Except As of the AgreementFirst Amendment Date, except as disclosed in such Schedule, as of the Agreement Date (iA) each of EPR 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 ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement AgreementFirst Amendment Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As Part I of Schedule 6.1.(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary or an Excluded Subsidiary. Except As of the Agreement Date, except as disclosed in such ScheduleSchedule (A), as each of the Agreement Date (i) each of EPR Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As Part I of Schedule 7.1.(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest 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 InterestsInterests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary, as applicable. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (iA) each of EPR 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 ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As Part I of Schedule 7.1.(b) sets forth, as of the Agreement Effective Date, Schedule 6.1(b) is a complete and correct list in all material respects of all Subsidiaries of EPR Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary and/or a Foreign Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date Schedule (i) each of EPR Holdings, the MG Borrower, the other Loan Parties and its the other Subsidiaries owns, free and clear of all Liens (other than Permitted LiensLiens permitted 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, (ii) 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 (iii) 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 SubsidiaryPerson. As Part II of Schedule 7.1.(b) sets forth, as of the Agreement Effective Date, Schedule 6.1.(b) correctly sets forth a complete and correct list in all material respects of all Unconsolidated Affiliates of EPRthe MG 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 EPRsuch Equity Interests.

Ownership Structure. As Part I of Schedule 6.1.(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary or an Excluded Subsidiary. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (iA) each of EPR the Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1(b6.l.(b) is a true, complete and correct list of all Subsidiaries of EPR the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary and whether such Subsidiary owns a Non-Controlled Property (and if so, which one(s)). Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), ) and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 SubsidiaryPerson. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Borrower.

Ownership Structure. As of the Agreement DateDate (and after giving effect to the Acquisition), Part I of Schedule 6.1(b6.1.(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (i) each of EPR the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 SubsidiaryPerson. As of the Agreement DateDate (and after giving effect to the Acquisition), Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As of the Agreement DateDate (and after giving effect to the Acquisition), Part I of Schedule 6.1(b6.1.(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (and after giving effect to the Acquisition) (i) each of EPR the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted LiensLiens (as defined in the Pledge Agreement)), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 SubsidiaryPerson. As of the Agreement Date, Date (and after giving effect to the Acquisition) Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As Part I of Schedule 7.1(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest 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 InterestsInterests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary, as applicable. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (iA) each of EPR 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 ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement Date, Part II of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As of the Agreement Effective Date, Part I of Schedule 6.1(b7.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, an Accommodation Subsidiary on the Effective Date or none of the foregoing. Except as disclosed in such Schedule, as of the Agreement Effective Date (iA) each of EPR the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSchedule 7.1(b), 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, (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement Effective Date, Part II of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of EPR Borrower and the other Loan Parties setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR holding Loan Party which holds any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR Loan Party and its Subsidiaries owns, 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 Equity Interests in each Person shown to be held by it on such Schedule, (ii) 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 (iii) 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 SubsidiaryPerson. As of the Agreement Date, Date Part II of Schedule 6.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of EPRBorrower, 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 EPRBorrower.

Ownership Structure. As Part I of Schedule 7.1.(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person, Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except as disclosed in such Schedule, as Each of the Agreement Date (i) each of EPR Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), ) and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSubsidiary 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 Borrower retains, directly or indirectly, a 95% ownership interest therein). As of the Agreement Date, except as disclosed in Schedule 7.1.(b), (iiA) 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 (iiiB) 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, such Subsidiaryany Person identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors.

Ownership Structure. As Part I of Schedule 7.1.(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest 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 InterestsInterests and (iv) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, or a Foreign Subsidiary, as applicable. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (iA) each of EPR 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 ScheduleSchedule (other than in the case of an Excluded Subsidiary, customary restrictions on the right to vote the Equity Interests of such Excluded Subsidiary relating to Nonrecourse Indebtedness), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As of the Agreement Date, Date Part I of Schedule 6.1(b6.1.(b) is a complete and correct list of all Subsidiaries of EPR the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity type of EPR and legal entity of such Subsidiary, (iii) each other Subsidiary of EPR Person holding any Equity 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, (iiiiv) a summary description of the nature of the Equity Interests held by each such Person, and (ivv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (vi) whether such Subsidiary is an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 SubsidiaryPerson. As of the Agreement Date, Date Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Borrower.

Ownership Structure. As of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR holding any Equity 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. Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) with respect to each such Subsidiary Borrower (or Eligible Canadian 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, such Subsidiary. As of the Agreement Date, Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPR, 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 EPR.

Ownership Structure. As Part I of Schedule 7.1.(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person, Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except as disclosed in such Schedule, as Each of the Agreement Date (i) each of EPR Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), ) and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSubsidiary 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 Borrower retains, directly or indirectly, a 95% ownership interest therein). As of the Agreement Date, except as disclosed in Schedule 7.1.(b), (iiA) 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 (iiiB) 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, such Subsidiaryany Person identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent 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 Part I of Schedule 7.1(b) is, as of the Agreement AgreementFifth Amendment Effective Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except As of the AgreementFifth Amendment Effective Date, except as disclosed in such Scheduleon Part II of Schedule 7.1(b), as of the Agreement Date (iA) each of EPR the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted LiensLiens of the type described in clause (e) of the definition thereof), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Subsidiary (other than Excluded Subsidiaries) shown to be held by it on such Schedule, (iiB) 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 (iiiC) 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, such Subsidiaryin the Borrower and the Guarantors. As of the Agreement AgreementFifth Amendment Effective Date, Part III of Schedule 6.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Borrower.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1(b6.1.(b) is a complete and correct list of all Subsidiaries of EPR the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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, (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary and (vi) whether such Subsidiary is one of the Guarantors designated by the Borrower to meet the requirements of the second sentence of Section 7.12.(b). Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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 SubsidiaryPerson. As of the Agreement Datedate hereof, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Borrower.

Ownership Structure. As of the Agreement Date, Schedule 6.1(b6.1.(b) is a complete and correct list of all Subsidiaries of EPR setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR holding any Equity Interests in such Subsidiary and, in the case of a Subsidiary that is not a Wholly-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. Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) with respect to each such Subsidiary Borrower (or Eligible Canadian 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, such Subsidiary. As of the Agreement Date, Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPR, 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 EPR.

Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1(b6.1.(b) is a complete and correct correct, in all material respects, list of all Subsidiaries of EPR the Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests and (v) whether such Subsidiary is a Guarantor or Property Subsidiary. 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 (i) each of EPR the Trust and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Property Subsidiary shown to be held by it on such Schedule, (ii) 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 (iii) 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 Property Subsidiary. As of the Agreement Date, Date Part II of Schedule 6.1.(b) correctly correctly, in all material respects, sets forth all Unconsolidated Affiliates of EPRthe Trust, 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 EPRthe Trust.

Ownership Structure. As of the Agreement AgreementFirst Amendment Date, Part I of Schedule 6.1(b7.1.(b) is a complete and correct list of all Subsidiaries of EPR the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 InterestsInterests 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 such Schedule, as of the Agreement AgreementFirst Amendment Date (iA) each of EPR the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSchedule 7.1.(b), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) 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 SubsidiaryPerson. As of the Agreement AgreementFirst Amendment Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent.

Ownership Structure. As Part I of Schedule 7.1.(b) is, as of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of EPR the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 Interest in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person, Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except as disclosed in such Schedule, as Each of the Agreement Date (i) each of EPR Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), ) and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSubsidiary 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 Borrower retains, directly or indirectly, a 95% ownership interest therein). As of the Agreement Date, except as disclosed in Schedule 7.1.(b), (iiA) 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 (iiiB) 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, such Subsidiaryany Person identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 6.1.(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of EPRthe 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 EPRthe Parent 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. As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of EPR the Borrower and the REIT Guarantor setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR holding Person which holds any Equity Interests in such Subsidiary and, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, to the Borrowers’ knowledge the identity of the holder(s) of the other Equity Interests in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests, and (v) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) the Borrower and each of EPR and its Subsidiaries Guarantor owns, free and clear of all Liens (other than Permitted Liens) and Negative Pledges (except as permitted by Section 9.4), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Guarantor shown to be held by it on such Schedule, (ii) 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 (iii) other than with respect to each such Subsidiary Borrower (or Eligible Canadian Subsidiary)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 SubsidiaryGuarantor. As of the Agreement Date, Part II of Schedule 6.1.(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of EPRthe 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 EPRthe Borrower.

Ownership Structure. As of the Agreement Date, Schedule 6.1(b6.1.(b) is a complete and correct list of all Subsidiaries and Joint Venture Subsidiaries of EPR the Parent setting forth for each such Subsidiary and Joint Venture Subsidiary, (i) the jurisdiction of organization of such Subsidiary and Joint Venture Subsidiary, (ii) the identity of EPR and each other Subsidiary of EPR Person holding any Equity 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 and Joint Venture 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 and Joint Venture Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary or Joint Venture Subsidiary is a Controlled Joint Venture Subsidiary, a Material Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of EPR the Parent and its Subsidiaries and Joint Venture Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) 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, such Subsidiary. As of the Agreement Date, Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of EPR, including the correct legal name of any such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by EPR.