Common use of Ownership Structure Clause in Contracts

Ownership Structure. Part I of Schedule 7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule (A), each of the Borrower and its Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable and (C) other than rights under Borrower 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 Person. As of the Agreement Date, Part II of Schedule 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Schedule 6.1.(b) is a complete and correct list of all Subsidiaries and Joint Venture Subsidiaries of the Borrower Parent setting forth for each such Subsidiary and Joint Venture Subsidiary, (i) the jurisdiction of organization of such Subsidiary and Joint Venture Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary and Joint Venture Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower 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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Date, Part II of Schedule 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of Borrower and the Borrower other Loan Parties setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Loan Party which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except Except as disclosed in such Schedule (A)Schedule, each as of the Borrower Agreement Date (i) each 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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable, and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Date, Date Part II of Schedule 7.1(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of the Borrower EPR setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each Person other Subsidiary of EPR holding any Equity Interest Interests in such Subsidiary and, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, to the Borrowers’ knowledge the identity of the holder(s) of the other Equity Interests in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower 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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under with respect to each such Subsidiary Borrower Preferred Units(or Eligible Canadian Subsidiary), there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerEPR, 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 BorrowerEPR.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct correct, in all material respects, list of all Subsidiaries of the Borrower Trust setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Guarantor or Property Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule or the periodic reports filed by the Trust with the Securities and Exchange Commission, as of the Agreement Date (A), i) each of the Borrower 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, (Bii) all of the issued and outstanding capital stock of each such Person Property Subsidiary organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 PersonProperty Subsidiary. As of the Agreement Date, Date Part II of Schedule 7.1(b6.1.(b) correctly correctly, in all material respects, sets forth all Unconsolidated Affiliates of the BorrowerTrust, 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 BorrowerTrust.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Part I of Schedule 6.1(b) is a complete and correct list or diagram of all Subsidiaries of the Borrower and the REIT Guarantor setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), each of i) the Borrower and its Subsidiaries each 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, (Bii) all of the issued and outstanding capital stock of each such Person Guarantor organized as a corporation is validly issued, fully paid and non-assessable nonassessable, and (Ciii) other than rights under Borrower Preferred Unitswith respect to Equity Interests in the REIT Guarantor, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ ' or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonGuarantor. As of the Agreement Date, Part II of Schedule 7.1(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Schedule 6.1(b) is a complete and correct list of all Subsidiaries of the Borrower EPR setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each Person other Subsidiary of EPR holding any Equity Interest Interests in such Subsidiary and, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, to the Borrowers’ knowledge the identity of the holder(s) of the other Equity Interests in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower 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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower Preferred Unitswith respect to each such Subsidiary Borrower, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerEPR, 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 BorrowerEPR.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Part I of Schedule 7.1.(b) is a complete and correct list of all Subsidiaries of the Borrower Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of Holdings, the Borrower Borrower, the other Loan Parties and its the other Subsidiaries owns, free and clear of all LiensLiens (other than nonconsensual 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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Date, Date Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the BorrowerHoldings.

Ownership Structure. As of the Agreement Date Part I of Schedule 7.1(b6.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the type of legal entity of such Subsidiary, (iii) each Person holding any Equity Interest Interests in such Subsidiary, (iiiiv) the nature of the Equity Interests held by each such Person and Person, (ivv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (vi) whether such Subsidiary is an Excluded Subsidiary. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower and its Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Date, Date Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Part I of Schedule 6.l.(b) is a true, complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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)). As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens, ) and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Date, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. As of the Agreement Date Part I of Schedule 7.1(b6.1(b) is, as of the Agreement Date, is a complete and correct list or diagram of all Subsidiaries of the Borrower and GBP setting forth for each such Subsidiary, Subsidiary (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding member of the Gables Group which holds any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower Borrower, GBP and its the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and Negative Pledges, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable, and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Date, Date Part II of Schedule 7.1(b6.1(b) correctly sets forth or diagrams all Unconsolidated Affiliates of the BorrowerBorrower and GBP, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person 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. As of the Agreement Date, except as disclosed in such Schedule Schedule, (A), ) each of the Borrower 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), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (C) other than rights under Borrower 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 Person. As of the Agreement Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerParent, 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 BorrowerParent.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As , (v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded Subsidiary and (vi) whether such Subsidiary is one of the Agreement Date, except Guarantors designated by the Borrower to meet the requirements of the second sentence of Section 7.12.(b). Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Datedate hereof, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

Ownership Structure. Part I of Schedule 7.1(b) is, as As of the Agreement Date, Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Borrower EPR setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the identity of EPR and each Person other Subsidiary of EPR holding any Equity Interest Interests in such Subsidiary and, in the case of a Subsidiary that is not a Wholly Owned Subsidiary, to the Borrowers’ knowledge the identity of the holder(s) of the other Equity Interests in such Subsidiary, (iii) a summary description of the nature of the Equity Interests held by each such Person Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), i) each of the Borrower 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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower Preferred Unitswith respect to each such Subsidiary Borrower, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonSubsidiary. As of the Agreement Date, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerEPR, 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 BorrowerEPR.

Ownership Structure. As of the AgreementFirst Amendment Date, Part I of Schedule 7.1(b7.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Borrower Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As 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 Agreement Date, except foregoing. Except as disclosed in such Schedule Schedule, as of the AgreementFirst Amendment Date (A), ) each of the Borrower 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), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (C) other than rights under Borrower 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 Person. As of the Agreement AgreementFirst Amendment Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerParent, 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 BorrowerParent.

Ownership Structure. Part I of Schedule 7.1(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except as disclosed in such Schedule Schedule, (A), ) each of the Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (C) other than rights under Borrower 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 Person. As of the Agreement Date, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of the BorrowerParent, 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 BorrowerParent.

Ownership Structure. Part I of Schedule 7.1(b6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except as disclosed in such Schedule (A), each of the Parent, the Borrower and its their respective Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (C) other than rights under Borrower 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 Person. As of the Agreement Date, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Consolidated Affiliates and Unconsolidated Affiliates of the BorrowerParent, 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 BorrowerParent.

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person 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. As of the Agreement Date, except as disclosed in such Schedule Schedule, (A), ) each of the Borrower 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), (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (C) other than rights under Borrower 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 Person. As of the Agreement Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerParent, 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 BorrowerParent.

Ownership Structure. (i) Part I of Schedule 7.1(b6.1.(b) is, as of the Agreement Effective Date, a complete and correct list of (x) all Loan Parties (other than the Parent) and all Eligible Property Subsidiaries of and (y) all other Subsidiaries (other than Subsidiaries that, in the Borrower aggregate, contribute less than $10,000,000 to Total Asset Value) setting forth for each such Subsidiary, (iA) the jurisdiction of organization of such Subsidiary, (iiB) each Person holding any Equity Interest in such Subsidiary, (iiiC) the nature of the Equity Interests held by each such Person and Person, (ivD) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement DateInterests and (E) whether such Subsidiary is a Parent Entity, except as disclosed in such Schedule a Borrower, an Eligible Property Subsidiary, an Excluded Subsidiary and/or a Foreign Subsidiary. (A), each of the Borrower and ii) The Parent (or its Subsidiaries applicable Subsidiary) owns, free and clear of all Liens, Liens (other than Liens 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), (BA) all of the issued and outstanding capital stock of each such Person identified in Schedule 6.1.(b) as organized as a corporation under the laws of any jurisdiction of the United States of America, a State thereof or the District of Columbia is validly issued, fully paid and non-assessable nonassessable and (CB) other than rights under Borrower 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 Person. Loan Party (other than the Parent) or any Eligible Property Subsidiary identified in Schedule 6.1.(b). (iv) As of the Agreement Effective Date, Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerParent (other than Unconsolidated Affiliates that, in the aggregate, contribute less than $10,000,000 to Total Asset Value), including the correct legal name of such Person, the type of legal entity which each such Person organized under the laws of any jurisdiction of the United States is, and all Equity Interests in such Person held directly or indirectly by the BorrowerParent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 7.1(b6.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Borrower Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), and after giving effect to the Acquisition) (i) each of the Borrower 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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 Person. As of the Agreement DateDate (and after giving effect to the Acquisition), Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerParent, 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 BorrowerParent.

Ownership Structure. As of the Agreement Date (and after giving effect to the Acquisition), Part I of Schedule 7.1(b6.1.(b) is, as of the Agreement Date, is a complete and correct list of all Subsidiaries of the Borrower Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and Person, (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. As of the Agreement Date, except Except as disclosed in such Schedule Schedule, as of the Agreement Date (A), and after giving effect to the Acquisition) (i) each of the Borrower Parent and its Subsidiaries owns, free and clear of all LiensLiens (other than Permitted Liens (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, (Bii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (Ciii) other than rights under Borrower 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 Person. As of the Agreement Date, Date (and after giving effect to the Acquisition) Part II of Schedule 7.1(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerParent, 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 BorrowerParent.

Ownership Structure. Part I of Schedule 7.1(b7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule (A), each Each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens, ) and has the unencumbered right to vote, all outstanding Equity Interests in each 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), (BA) all of the issued and outstanding capital stock of each such Person identified in Schedule 7.1.(b) as organized as a corporation is validly issued, fully paid and non-assessable nonassessable and (CB) other than rights under Borrower 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 PersonPerson identified in Schedule 7.1.(b). As of the Agreement Date, Part II of Schedule 7.1(b7.1.(b) correctly sets forth all Unconsolidated Affiliates of the BorrowerParent 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 BorrowerParent Guarantor. As of the Agreement Date, the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors.