Subsidiaries and Other Equity Investments and Equity Interests in the Borrower and Each Subsidiary Guarantor
Subsidiaries and Other Equity Investments. Seller does not own, directly or indirectly, any shares of capital stock of any corporation or any equity investment in any partnership, association or other business organization.
Subsidiaries and Other Equity Investments. Part (a).
Subsidiaries and Other Equity Investments. The Company does not own any shares of capital stock of any corporation or any equity investment in any other Person.
Subsidiaries and Other Equity Investments. 6.16 Post-Closing Covenants 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.08 Transactions with Affiliates 7.09 Certain Contractual Obligations 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Letter of Credit Issuance Request C [Reserved] D-1 Term Note D-2 Revolving Credit Note D-3 [Reserved] E-1 Compliance Certificate E-2 Solvency Certificate F Assignment and Assumption G Security Agreement H Perfection Certificate I Intercompany Note J-2 Junior Lien Intercreditor Agreement K-1 United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) K-2 United States Tax Compliance Certificate (Foreign Non-Partnership Participants) K-3 United States Tax Compliance Certificate (Foreign Partnership Lenders) K-4 United States Tax Compliance Certificate (Foreign Partnership Participants) L Administrative Questionnaire M-1 Affiliated Lender Assignment and Assumption M-2 Affiliated Lender Notice M-3 Acceptance and Prepayment Notice M-4 Discount Range Prepayment Notice M-5 Discount Range Prepayment Offer M-6 Solicited Discounted Prepayment Notice M-7 Solicited Discounted Prepayment Offer M-8 Specified Discount Prepayment Notice M-9 Specified Discount Prepayment Response CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of August 30, 2016, among ESH HOSPITALITY INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and each L/C Issuer.
Subsidiaries and Other Equity Investments. Loan Parties; Project Companies
Subsidiaries and Other Equity Investments. Name of Loan Party or Subsidiary Jurisdiction Ownership Interest and Percentage Name of Loan Party Pledging Equity Interests Bright Mountain Media, Inc. Florida Publicly traded N/A CL Media Holdings LLC Delaware Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. Bright Mountain, LLC Florida Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. MediaHouse, Inc. Florida Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. S&W Media Israel Bright Mountain Media, Inc. (100%) Bright Mountain Media, Inc. Intellectual Property Patents: Patent Number /Application Number Title Prov No. 61522653 Systems and Methods for Crediting Rewards in On-Line Games 13/762,304 Virtual Coupons for use in On-Line Games Prov No. 61621708 Automated Sweepstakes Manager 7094154/11026783 COMPUTER NETWORKED GAME SYSTEM UTILIZING SUBSCRIPTION BASED MEMBERSHIP AND ALTERNATIVE METHODS OF ENTRY Trademarks: Title and Description Date of Application Date of Registration Pending Serial No. Registered Trademark No. ROCKYOU 9/13/2011 85093664 4024964 ROCKYOU 9/13/2011 85093702 4024965 ROCKYOU MEDIA 9/6/2011 85109083 4021649 PUREPLAY 4/29/2008 77145241 3419492 MALL WORLD 7/5/2011 85086427 3988594 DAILYTOAST 5/31/2016 86786858 4968708 GALACTIC TRADER 9/20/2011 85254060 4028841 REWARD BASED GAMES 1/14/2014 85661686 4467979 CLUBMOM 1/5/2000 7/9/2002 75888488 2592351 CLUBMOM - DESIGN 11/13/2001 8/13/2002 76093807 2608079 CAFEMOM (WORD MXXX) 1/19/2007 10/23/2007 77087028 3316341 CAFEMOM (DESIGN) 10/2/2014 6/2/2015 86412925 4747392 SWEETPEAS 7/9/2007 2/19/2008 77224943 3385159 CAFEMOM PRESENTS MXX.XXX 5/13/2011 7/15/2014 85320348 4566129 THE STIR (WORD MXXX) 7/26/2012 5/13/2014 85687337 4527732 THE STIR (DESIGN) 7/26/2012 5/13/2014 85687398 4527733 THE PROWL 5/8/2013 4/15/2014 85926437 4516285 VIVALA 6/17/2015 8/16/2016 86665291 5020283
Subsidiaries and Other Equity Investments. Except as set forth in Schedule 3.5 attached hereto, Sciences does not own, directly or indirectly, any shares of capital stock of any corporation or any equity investment in any partnership, association or other business organization. With respect to each corporation ("Subsidiary" or collectively "Subsidiaries") that is an issuer of any shares of capital stock owned beneficially or of record by Sciences, Schedule 3.5 sets forth a true and complete list of (A) its name and jurisdiction of incorporation, (B) the jurisdictions in which it is duly qualified or licensed to do business as a foreign corporation, (C) its authorized capital stock, (D) the number of shares of each class thereof outstanding, (E) the number of shares of each such class and percentage of outstanding voting stock owned by Sciences or any of its Subsidiaries, and (F) the names of any other persons holding any security issued by any Subsidiary. Except as set forth in Schedule 3.5, no capital stock or any other security (including any debt security) of any Subsidiary is held by any person other than Sciences or a Subsidiary. Each Subsidiary is duly qualified or licensed to do business and is in good standing in each of the respective jurisdictions listed in Schedule 3.5. Except as set forth in Schedule 3.5, no Subsidiary is required to be qualified or licensed to do business in a foreign corporation in any other jurisdiction. All outstanding shares of capital stock of each Subsidiary owned by Sciences or a Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, subject to no lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever and are freely transferrable and none of such shares was issued in violation of any preemptive or other right. Except as set forth in Schedule 3.5, neither Sciences nor any Subsidiary is a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of any Subsidiary or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of any Subsidiary, and there is no outstanding option, warrant or other right to subscribe for or to purchase, capital stock or any other security of any Subsidiary or any other security exercisable or convertible into any capital stock or any other security of any Subsidiary.
Subsidiaries and Other Equity Investments. 6.01 Borrower’s Website
Subsidiaries and Other Equity Investments. 6.1(b) Existing Liens 6.2(f) Existing Investments 6.3(b) Existing Indebtedness 6.5(l) Dispositions 6.8 Transactions with Affiliates
