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 Parent (including all Subsidiaries of the Borrower), setting forth for each such Subsidiary, (a) the jurisdiction of organization of such Subsidiary, (b) each Person holding ownership interests in such Subsidiary, (c) the nature of the ownership interests held by each such Person and (d) the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding ownership 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) 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. Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, 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 of the Agreement Date, a complete and correct list of all Subsidiaries each Loan Party and each Subsidiary of the Parent (including all Subsidiaries of the Borrower)Parent, directly or indirectly, holding an Equity Interest in any Loan Party, setting forth for each such SubsidiaryPerson, (ai) the jurisdiction of organization of such SubsidiaryPerson, (bii) each Person holding ownership interests any Equity Interest in such SubsidiaryPerson, (ciii) the nature of the ownership interests Equity Interests held by each such Person and (div) the percentage of ownership of such Subsidiary Person represented by such ownership interestsEquity Interests. Except As of the Agreement Date, except as disclosed in such ScheduleSchedule (A), as of the Agreement Date (i) each of the Parent Parent, the Borrower and its applicable Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding ownership interests 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) 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. Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates Exhibit 21 to the Parent's Form 10K for the fiscal year ended December 31, 2008 is an accurate list of the Parent, including Subsidiaries of the correct legal name Parent as of such Person, the type of legal entity which each date (excluding those Subsidiaries that need not be disclosed on such Person is, and all ownership interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as Exhibit pursuant to Regulation S-K of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, 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 BorrowerSecurities Act).

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 Parent (including all Subsidiaries of the Borrower)each Loan Party and each other Limited Subsidiary, directly or indirectly, holding an Equity Interest in any Loan Party, setting forth for each such SubsidiaryPerson, (ai) the jurisdiction of organization of such SubsidiaryPerson, (bii) each Person holding ownership interests any Equity Interest in such SubsidiaryPerson, (ciii) the nature of the ownership interests Equity Interests held by each such Person and (div) the percentage of ownership of such Subsidiary Person represented by such ownership interestsEquity Interests. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (iA) each of the Parent Parent, the Borrower and its applicable Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding ownership interests 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) 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 (i) all Unconsolidated Affiliates Persons which have assets included in the Unencumbered Asset Value pursuant to clause (2) of the Parentdefinition thereof and (ii) to the extent each such Person owns an Eligible Property, the Management Company and each Wholly Owned Subsidiary thereof, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, the correct legal name of such Person, the type of legal entity which each such Person is, and all equity interests Equity Interests in such Person held directly or indirectly by the Borrower. Exhibit 21 to the Parent's Form 10-K for the fiscal year ended December 31, 2011 is an accurate list of the Subsidiaries of the Parent as of such date (excluding those Subsidiaries that need not be disclosed on such Exhibit pursuant to Regulation S-K of the Securities Act).

Ownership Structure. (i) As of the Effective Date, Part I of Schedule 7.1.(b) is, as of the Agreement Date, 7.2 is a complete and correct list of all Subsidiaries of the Parent (including all Subsidiaries each of the Borrower)Loan Parties and an organizational chart, setting forth for each such Subsidiary, Loan Party and its respective Subsidiaries (a) the jurisdiction of organization of each such Loan Party or Subsidiary, (b) each Person directly or indirectly holding ownership interests any Equity Interests in such SubsidiaryLoan Party or Subsidiary through the level of ownership shown on such organizational chart, (c) the nature of the ownership interests Equity Interests held by each such Person and (d) the percentage of ownership of such Loan Party or Subsidiary represented by such ownership interestsEquity Interests. Without limitation of the foregoing, Part I of Schedule 7.2 sets forth the holders of the Series B Preferred and the percentage of Series B Preferred held by each such holder in each case as of the Effective Date, and any holder of Series C Preferred that owns twenty percent or more of such Series C Preferred and the percentage held. Except as disclosed in such Schedule, Schedule as of the Agreement Date Effective Date, (w) no Person (together with such Person’s Affiliates) (i) directly holds 10% or more of the Equity Interests in any Loan Party or its respective Subsidiaries or (ii) directly or indirectly holds 25% or more of the Equity Interests in any Loan Party or its respective Subsidiaries, (x) each of the Parent Loan Parties and its each of their respective Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding ownership interests Equity Interests in each Person shown to be held by it on such Schedule, (iiy) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiz) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights rights, proxies or agreements of any kind (including, without limitation, any investment advisory, stockholders' ’ or voting trust agreements) for the issuance, sale, registration registration, disposition 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, except in the case of this clause (z) for the investment advisory agreements, proxies and other contractual arrangements between certain holders of outstanding shares of capital stock of the Parent Guarantor and the Person identified on such Schedule as of the Effective Date as the counterparty thereto or beneficiary thereof (such identified Person, without regard to any subsequent update to such Schedule as contemplated below, the “Schedule 7.2 Party”). Without limitation of the foregoing, Part I of Schedule 7.2 sets forth the Person Controlling the Schedule 7.2 Party as of the Effective Date (such Person, without regard to any subsequent update to such Schedule as contemplated below, the “Schedule 7.2 Party Control Person”) and the Schedule 7.2 Party Control Person has not changed since the Original Agreement Date. In addition, from the Original Agreement Date through the Effective Date, other than as contemplated by the Second Amendment with respect to the addition of Series C Preferred pursuant to the Series C Articles Supplementary and the repurchase of shares of Series A Preferred, no Loan Party has amended, supplemented or otherwise altered its Existing Dividend Policies as in effect on the Original Agreement Date in any manner that had the effect of increasing the dividends, distributions or other payments paid or payable thereon. Part I of Schedule 7.2 shall be updated quarterly with each Compliance Certificate delivered pursuant to Section 9.3 hereof. (ii) As of the Effective Date, Part II of Schedule 7.1.(b) 7.2 correctly sets forth all Unconsolidated Affiliates of the ParentLoan Parties, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests Equity Interests in such Person held directly or indirectly by the Parentapplicable Loan Party. As of the Effective Date, Part III of Schedule 7.1.(b7.2 correctly sets forth the name and capital commitment and unfunded capital commitment of each investor in the Loan Parties. Schedule 7.2, Parts II and III shall be updated quarterly with each Compliance Certificate delivered pursuant to Section 9.3 hereof. (iii) is, as The Series C Preferred has been issued in conformity with the organizational documents of the Agreement Loan Parties and Applicable Law. The terms of the Series C Preferred do not provide its holders any mandatory redemption right or other mandatory payment thereunder until the date that is seven (7) years from the issuance thereof. The Loan Parties have not entered into any side letters in respect of the Series C Preferred. Upon the issuance of a new class or series of Preferred Equity Interests or the incurrence any additional Indebtedness or the issuance of additional shares of any class or series of Parity Preferred Stock or Senior Stock (each as defined in the Series C Articles Supplementary), the Borrower and Parent Guarantor will be in compliance with Paragraph 7 of the Series C Articles Supplementary. (iv) To the extent that any Series A Preferred remains outstanding on or after the Second Amendment Effective Date, a complete the Series A Preferred meets the Preferred Equity Conditions. From and correct list of all Non-Guarantor Entitiesafter January 1, setting forth, for each such Person2023 through the 2023 First Amendment Effective Date, the correct legal name Parent Guarantor has received $6,500,000 in gross proceeds from the issuance of such Person, Series B Preferred. (v) None of the type Equity Interests of legal entity which each such Person is, and all equity interests in such Person held directly or indirectly any Subsidiary of the Loan Parties are certificated (except to the extent required by the BorrowerAdministrative Agent pursuant to the Pledge and Security Agreement).

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 Parent (including all Subsidiaries of the Borrower), setting forth for each such Subsidiary, (ai) the jurisdiction of organization of such Subsidiary, (bii) each Person holding ownership interests any Equity Interests in such Subsidiary, (ciii) the nature of the ownership interests Equity Interests held by each such Person and Person, (div) the percentage of ownership of such Subsidiary represented by such ownership interestsEquity Interests and (v) whether such Subsidiary is a Material Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a), (e) and (f) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding ownership interests 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) except (x) with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower, (y) the right of affiliates of the ▇▇▇▇ ▇▇▇▇▇▇▇ Company to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of ▇▇▇▇▇▇▇ Investors, LLC dated August 11, 2015 and (z) the right of affiliates of ▇▇▇ ▇▇▇▇▇▇ and Associates to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of ▇▇ ▇▇▇▇▇▇▇▇ Company, LLC dated March 23, 2010, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders' ’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible 4889-7534-3155, v. 14 into, any additional 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 Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests Equity Interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, 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 of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent (including all Subsidiaries of the Borrower)each Loan Party, each other Limited Subsidiary and each Wholly Owned Subsidiary, directly or indirectly, holding an Equity Interest in any Loan Party, setting forth for each such SubsidiaryPerson, (ai) the jurisdiction of organization of such SubsidiaryPerson, (bii) each Person holding ownership interests any Equity Interest in such SubsidiaryPerson, (ciii) the nature of the ownership interests Equity Interests held by each such Person and (div) the percentage of ownership of such Subsidiary Person represented by such ownership interestsEquity Interests. Except As of the Agreement Date, except as disclosed in such Schedule, as of the Agreement Date (iA) each of the Parent Parent, the Borrower and its applicable Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding ownership interests 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) 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 (i) all Unconsolidated Affiliates of Persons which have assets included in the ParentUnencumbered Asset Value and (ii) to the extent each such Person owns an Eligible Property, each Wholly Owned Subsidiary thereof, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, the correct legal name of such Person, the type of legal entity which each such Person is, and all equity interests Equity Interests in such Person held directly or indirectly by the Borrower. Exhibit 21 to the Parent’s Form 10-K for the fiscal year ended December 31, 2012 is an accurate list of the Subsidiaries of the Parent as of such date (excluding those Subsidiaries that need not be disclosed on such Exhibit pursuant to Regulation S-K of the Securities Act).

Ownership Structure. Part I of Schedule 7.1.(b) is, as As of the Agreement Date, Part I of Schedule 7.2 is a complete and correct list of all Subsidiaries of the Parent NSA REIT (including all Subsidiaries of the Borrowereach Controlled Partially-Owned Entity), setting forth for each such Subsidiary, Subsidiary (a) the jurisdiction of organization of such Subsidiary, (b) each Person holding ownership interests any Equity Interests in such Subsidiary, (c) the nature of the ownership interests Equity Interests held by each such Person Person, and (d) the percentage of ownership of such Subsidiary represented by such ownership interestsEquity Interests. Except as disclosed in such Schedule, as of the Agreement Date (ix) each of the Parent NSA REIT and each of its Subsidiaries owns, free and clear of all LiensLiens (other than Permitted Liens and Liens permitted under Section 10.6(a)(iv)), and has the unencumbered right to vote, all outstanding ownership interests Equity Interests in each Person shown to be held by it on such Schedule, (iiy) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiz) 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) 7.2 correctly sets forth all Unconsolidated Affiliates Partially-Owned Entities of the Parent▇▇▇ REIT, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests Equity Interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, 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 BorrowerNSA REIT.

Ownership Structure. Part I of Schedule 7.1.(b(i) is, as As of the Agreement Date, Part I of Schedule 7.2 is a complete and correct list of all Subsidiaries of the Parent (including all Subsidiaries each of the Borrower)Loan Parties and an organizational chart, setting forth for each such Subsidiary, Loan Party and its respective Subsidiaries (a) the jurisdiction of organization of each such Loan Party or Subsidiary, (b) each Person directly or indirectly holding ownership interests any Equity Interests in such SubsidiaryLoan Party or Subsidiary through the level of ownership shown on such organizational chart, (c) the nature of the ownership interests Equity Interests held by each such Person and (d) the percentage of ownership of such Loan Party or Subsidiary represented by such ownership interestsEquity Interests. Without limitation of the foregoing, Part I of Schedule 7.2 sets forth the holders of the Series B Preferred and the percentage of Series B Preferred held by each such holder as of the Agreement Date. Except as disclosed in such Schedule, Schedule as of the Agreement Date Date, (iw) no Person (together with such Person’s Affiliates) directly holds 10% or more of the Equity Interests in any Loan Party or its respective Subsidiaries, (x) each of the Parent Loan Parties and its each of their respective Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding ownership interests Equity Interests in each Person shown to be held by it on such Schedule, (iiy) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiz) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights rights, proxies or agreements of any kind (including, without limitation, any investment advisory, stockholders' ’ or voting trust agreements) for the issuance, sale, registration registration, disposition 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, except in the case of this clause (z) for the investment advisory agreements, proxies and other contractual arrangements between certain holders of outstanding shares of capital stock of the Parent Guarantor and the Person identified on such Schedule as of the Agreement Date as the counterparty thereto or beneficiary thereof (such identified Person, without regard to any subsequent update to such Schedule as contemplated below, the “Schedule 7.2 Party”). Without limitation of the foregoing, Part I of Schedule 7.2 sets forth the Person Controlling the Schedule 7.2 Party as of the Agreement Date (such Person, without regard to any subsequent update to such Schedule as contemplated below, the “Schedule 7.2 Party Control Person”). None of the Equity Interests of any Subsidiary of the Loan Parties are certificated. Part I of Schedule 7.2 shall be updated quarterly with each Compliance Certificate delivered pursuant to Section 9.3 hereof. (ii) As of the Effective Date, Part II of Schedule 7.1.(b) 7.2 correctly sets forth all Unconsolidated Affiliates of the ParentLoan Parties, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests Equity Interests in such Person held directly or indirectly by the Parentapplicable Loan Party. As of the Effective Date, Part III of Schedule 7.1.(b) is7.2 correctly sets forth the name and capital commitment and unfunded capital commitment of each investor in the Loan Parties. Schedule 7.2, as of the Agreement Date, a complete Parts II and correct list of all Non-Guarantor Entities, setting forth, for III shall be updated quarterly with each such Person, 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 BorrowerCompliance Certificate delivered pursuant to Section 9.3 hereof.

Ownership Structure. As of the Effective 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 Parent (including all Subsidiaries of the Borrower), setting forth for each such Subsidiary, (ai) the jurisdiction of organization of such Subsidiary, (bii) each Person holding ownership interests any Equity Interests in such Subsidiary, (ciii) the nature of the ownership interests Equity Interests held by each such Person and Person, (div) the percentage of ownership of such Subsidiary represented by such ownership interestsEquity Interests and (v) whether such Subsidiary is a Material Subsidiary. Except as disclosed in such Schedule, as of the Agreement Effective Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a), (e) and (f) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding ownership interests 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) except with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower and (x) the right of affiliates of the ▇▇▇▇ ▇▇▇▇▇▇▇ Company to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of ▇▇▇▇▇▇▇ Investors, LLC dated August 11, 2015, and (y) the right of affiliates of ▇▇▇ ▇▇▇▇▇▇ and Associates to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of ▇▇ ▇▇▇▇▇▇▇▇ Company, LLC dated March 23, 2010 as amended from time to time, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders' ’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Effective Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests Equity Interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, 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 of all Subsidiaries of the Parent (including all Subsidiaries of the Borrower), setting forth for each such Subsidiary, (ai) the jurisdiction of organization of such Subsidiary, (bii) each Person holding ownership interests any Equity Interests in such Subsidiary, (ciii) the nature of the ownership interests Equity Interests held by each such Person and Person, (div) the percentage of ownership of such Subsidiary represented by such ownership interestsEquity Interests and (v) whether such Subsidiary is a Material Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a), (e) and (f) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding ownership interests 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) except (xw) with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower, (yx) the right of affiliates of the ▇▇▇▇ ▇▇▇▇▇▇▇ Company to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of ▇▇▇▇▇▇▇ Investors, LLC dated August 11, 2015 and ,(zy) the right of affiliates of ▇▇▇ ▇▇▇▇▇▇ and Associates to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of ▇▇ ▇▇▇▇▇▇▇▇ Company, LLC dated March 23, 2010, and (z) the rights of the note holders of any permitted Exchangeable Notes to exchange such notes for common shares of the Parent in accordance with the terms and provisions of such Exchangeable Notes, 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 Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests Equity Interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, 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.(bItem 6.1.(b) of the Borrower Letter is, as of the Agreement Closing Date, after having given effect to the Acquisition and the Healthcare Properties Sale, a complete and correct list of all Subsidiaries of the Parent (including all Subsidiaries of the Borrower), Borrower setting forth for each such Subsidiary, (ai) the jurisdiction of organization of such Subsidiary, (bii) each Person holding ownership interests any Equity Interest in such Subsidiary, (ciii) the nature of the ownership interests Equity Interests held by each such Person and Person, (div) the percentage of ownership of such Subsidiary represented by such ownership interestsEquity Interests and (v) whether such Subsidiary is an Excluded Subsidiary. Except As of the Closing Date, after having given effect to the Acquisition and the Healthcare Properties Sale, except as disclosed in such Schedule, as Part I of Item 6.1.(b) of the Agreement Date Borrower Letter, (iA) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding ownership interests Equity Interests in each Person shown to be held by it on such Schedulein Part I of Item 6.1.(b) of the Borrower Letter, (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) 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 Closing Date, after having given effect to the Acquisition and the Healthcare Properties Sale, Part II of Schedule 7.1.(bItem 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the ParentBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all ownership interests in such Person held directly or indirectly by the Parent. Part III of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Non-Guarantor Entities, setting forth, for each such Person, the correct legal name of such Person, the type of legal entity which each such Person is, and all equity interests Equity Interests in such Person held directly or indirectly by the Borrower.