"Excluded Subsidiary" shall mean # any Subsidiary that is not a Wholly Owned Subsidiary, # any Subsidiary, other than the Canadian Loan Parties and the Mexican Loan Parties, that # is a Foreign Subsidiary, # is a direct or indirect Subsidiary of a Foreign Subsidiary, or # a U.S. Foreign Holdco, # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiary that is prohibited by Applicable Law from guaranteeing the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions), # any Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, or # any Subsidiary with respect to which the [[Organization B:Organization]] and Castle reasonably agree that the cost or burden of obtaining a guarantee of the Obligations would outweigh the benefit to the Lenders to be afforded thereby. For the avoidance of doubt, the Canadian Loan Parties and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.
"“Excluded Subsidiary" shall meanSubsidiary” means # any Subsidiary that is not a Wholly Ownedwholly-owned subsidiary of Holdings, # any Subsidiary that is a CFC or other Foreign Subsidiary, # any Subsidiary, other than the Canadian Loan Parties and the Mexican Loan Parties, that # is a Foreign Subsidiary, # is a direct or indirect Subsidiary of a Foreign Subsidiary, or # a U.S. Foreign Holdco, # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiary that is prohibited by Applicable Law from guaranteeing the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions),FSHCO, # any Subsidiary that is prohibited by any applicable law, rule or regulation or by any contractual obligation existing on the Original Effective Date or on the date such Subsidiary is acquired (but not entered into in contemplation of the Transactions or such acquisition) from guaranteeing the Loan Document Obligations by contracts existing on the Closing Date, or which would require governmental consent, approval, license or authorization to do so, and # any other Subsidiary with respectexcused from becoming a Loan Party pursuant to which the [[Organization B:Organization]] and Castle reasonably agree that the cost or burden of obtaining a guaranteelast paragraph of the Obligations would outweighdefinition of the benefit to the Lendersterm “Collateral and Guarantee Requirement”; provided that any Subsidiary shall cease to be afforded thereby. For the avoidancean Excluded Subsidiary at such time as it is a wholly-owned Subsidiary of doubt, the Canadian Loan PartiesHoldings and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.none of [clauses (b) through (e) above] apply to it.
"“Excluded Subsidiary" shall meanSubsidiary” means # any Subsidiary that is not a Wholly Owned Subsidiary, # any Subsidiary, otherwholly owned Subsidiary (other than the Canadian Loan Parties and the Mexican Loan Parties, that # is a Foreign Subsidiary, # is a direct or indirect Subsidiary of a Foreign Subsidiary, or # a U.S. Foreign Holdco, # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiary that is prohibited by Applicable Law from guaranteeing the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent such consent, approval, license or authorizationa Subsidiary Guarantor and is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirementpermitted to pay money or make concessions)become an Unrestricted Subsidiary pursuant to [Section 7.15]), # each Subsidiary listed on [Schedule 1].01D hereto, # any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations by contracts existing on the Closing Date,Obligations, # any Foreign Subsidiary (other than a Caribbean Party) and any Domestic Subsidiary or Canadian Subsidiary that is a Subsidiary of a Foreign Subsidiary (other than a Caribbean Party), # any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to [Section 7.03(g)] and each Restricted Subsidiary thereof that guarantees such Indebtedness (provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this [clause (e)] if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable), # any other Subsidiary with respect to whichwhich, in the [[Organization B:Organization]] and Castle reasonably agree thatreasonable judgment of the Lead Borrower (confirmed in writing by notice to the Administrative Agent), the cost or burdenother consequences (including any adverse tax consequences) of obtainingproviding a guarantee of the Obligations would outweigh the benefit to the Lenders toGuarantee shall be afforded thereby. For the avoidance of doubt, the Canadian Loan Partiesmaterial, # each Unrestricted Subsidiary, # any “not-for-profit” Subsidiary, # any Captive Insurance Subsidiary, and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.# any Special Purpose Receivables Subsidiary and any other special purpose entity.
"“Excluded Subsidiary" shall meanSubsidiary” means # any Immaterial Subsidiary, # any Subsidiary that is not a Wholly Ownednot-for-profit organization, # any Captive Insurance Subsidiary, # any Subsidiary, other than the Canadian Loan Parties and the Mexican Loan Parties, that # is a Foreign Subsidiary, # is a directany Subsidiary (whether existing or indirect Subsidiary of a Foreign Subsidiary, or # a U.S. Foreign Holdco, # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiaryacquired after the Closing Date) that is prohibited by Applicable Law from guaranteeing the Secured Obligations by applicable law or contractual obligations that are in existence on the Closing Date or at the time of acquisition of such Subsidiary and not entered in contemplation thereof or if guaranteeing the Secured Obligations would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent(unless such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions)has been obtained), # any Unrestricted Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, orand # any other Restricted Subsidiary with respect to whichwhich, in their reasonable judgment, the [[Organization B:Borrower:Organization]] and Castlethe reasonably agree that the cost (including any tax cost), burden, difficulty or burdenconsequence of obtainingproviding a guarantee of the Obligations would outweigh the benefitGuarantee is excessive in relation to the Lendersvalue afforded thereby, provided that notwithstanding the foregoing, at no time shall any Guarantor existing on the Closing Date or joined hereto pursuant to [Section 6.12] or [Section 6.20] subsequently be afforded thereby. For the avoidance of doubt, the Canadian Loan Parties and the Mexican Loan Parties shall not constitutedeemed an Excluded Subsidiaries.Subsidiary.
"“Excluded Subsidiary" shall meanSubsidiary” means # any Subsidiary that is not a Wholly Owned Subsidiary, # any Subsidiary, otherwholly owned (other than the Canadian Loan Partiesin respect of Equity Interests issued to directors, officers and the Mexican Loan Parties, that # is a Foreign Subsidiary, # is a direct or indirectemployees of such Subsidiary) Subsidiary of the Borrower or a Foreign Subsidiary,Guarantor on the Closing Date or at the time it becomes a Subsidiary of the Borrower or a Guarantor, # a U.S. Foreign Holdco,[reserved], # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiary that is prohibited by Applicableapplicable Law or Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Obligations or thatif guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent(unless such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions)has been obtained), # any Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, or # anyother Subsidiary with respect to whichwhich, in the [[Organization B:Organization]] and Castle reasonably agree thatreasonable judgment of the Required Lenders, in consultation with the Borrower, the burden or cost or burdenother consequences (including any material adverse tax consequences) of obtainingproviding a guaranteeGuarantee shall be excessive in view of the Obligations would outweigh the benefitbenefits to be obtained by the Lenders to be afforded thereby. Fortherefrom, # any Unrestricted Subsidiaries and # any Securitization Entity or the avoidance of doubt, the Canadian Loan Parties and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.Warehouse Facility Entity.
"“Excluded Subsidiary" shall meanSubsidiaries” means # all Foreign Subsidiaries, # each Domestic Subsidiary that owns no material assets other than equity interests in one or more Foreign Subsidiaries, # each Domestic Subsidiary of any Foreign Subsidiary, # each Immaterial Subsidiary, # [intentionally omitted], # each not-for-profit Subsidiary, # each Subsidiary that is a captive insurance company or regulated insurance company and # all Restricted Subsidiaries that are not a Wholly wholly owned directly by the Borrower or one or more of its Wholly-Owned Subsidiary, # any Subsidiary, other thanSubsidiaries. Notwithstanding the Canadianforegoing, no Loan Parties and the Mexican Loan Parties, that # is a Foreign Subsidiary, # is a direct or indirect Subsidiary of a Foreign Subsidiary, or # a U.S. Foreign Holdco, # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiary that is prohibited by Applicable Law from guaranteeing the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions), # any Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, or # any Subsidiary with respect to which the [[Organization B:Organization]] and Castle reasonably agree that the cost or burden of obtaining a guarantee of the Obligations would outweigh the benefit to the Lenders to be afforded thereby. For the avoidance of doubt, the Canadian Loan Parties and the Mexican Loan PartiesParty shall not constitute an Excluded Subsidiaries.Subsidiary.
"“Excluded Subsidiary" shall meanSubsidiary” means # Immaterial Subsidiaries, # any Subsidiary of a Loan Party to the extent that the burden or cost of obtaining a guarantee is excessive in relation to the value afforded thereby as reasonably determined by Borrowers and Agent, # any Disregarded Domestic Persons, # any Foreign Subsidiary of a Loan Party that is not a Wholly Owned Subsidiary,CFC, # any Subsidiary, other than the CanadianDomestic Subsidiary of a Loan Parties and the Mexican Loan Parties,Party that # is a Foreign Subsidiary, # is a direct or indirect Subsidiary of a Foreign Subsidiary, or #Subsidiary that is a U.S. Foreign Holdco, # any captive insurance company,CFC, # any not-for-profit subsidiary,Subsidiary or captive insurance Subsidiary, # any[reserved], # any Subsidiary that isfor which such a guarantee would be prohibited or restricted by Applicable Law from guaranteeingapplicable law (including any requirement to obtain the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extentof any Governmental Authority, unless such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions)has been obtained), # any Subsidiary for which such a guarantee would be prohibited by any enforceable contractual obligation in existence as of the Sixth Restatement Effective Date or, in the case of any Subsidiary acquired after the Sixth Restatement Effective Date, in existence at the time of such acquisition thereof (and not entered into in contemplation of such acquisition); provided, however, that is prohibitedthis clause (i) shall not apply to any contractual obligation # in the form of such Subsidiary’s Governing Documents; # if the other parties to such contractual obligation are Loan Parties or Subsidiaries of a Loan Party; or # if consent from guaranteeing the Obligations by contracts existing on the Closing Date, orother parties to such contractual obligation has been obtained, # any Subsidiary with respect tofor which the [[Organization B:Organization]] and Castle reasonably agree that the cost or burden of obtainingsuch a guarantee would result in material adverse tax consequences as reasonably determined in good faith by Parent in consultation with its tax advisors and reasonably approved by the Agent, # any non-wholly owned Subsidiary acquired, formed, or organized after the Sixth Restatement Effective Date pursuant to or in connection with any Investment permitted under this Agreement, and # Unrestricted Subsidiaries; provided, however, that no Subsidiary will be an Excluded Subsidiary if it guarantees the Indebtedness of the Obligations would outweigh the benefitany Loan Party or Restricted Subsidiary or grants any Liens on any of its assets to the Lenders to be afforded thereby. For the avoidancesecure any Indebtedness of doubt, the Canadianany Loan Parties and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.Party or Restricted Subsidiary.
"“Excluded Subsidiary" shall meanSubsidiary” means # any Subsidiary that is not a Wholly Ownedwholly owned Subsidiary of the or a Guarantor, # any Foreign Subsidiary, # any Subsidiary, other thanDomestic Subsidiary substantially all of the Canadian Loan Parties and the Mexican Loan Parties,assets of which consist of Equity Interests in one or more Foreign Subsidiaries, # any Domestic Subsidiary that # is a Foreign Subsidiary, # is a direct or indirect Subsidiary of a Foreign Subsidiary, or # a U.S. Foreign Holdco, # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiary that is prohibited or restricted by Applicableapplicable Law from guaranteeing the Obligationsproviding a Guaranty or thatif such Guaranty would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (withoutauthorization, # any requirement to pay money or make concessions)special purpose securitization vehicle (or similar entity), # any Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, ora not-for-profit organization, # any other Subsidiary with respect to whichwhich, in the reasonable judgment of the [[Organization B:Administrative Agent:Organization]] and Castle reasonably agree that(confirmed in writing by notice to the ), the cost or burdenother consequences (including any adverse tax consequences) of obtaining a guaranteeproviding the Guaranty shall be excessive in view of the Obligations would outweigh the benefitbenefits to be obtained by the Lenders to be afforded thereby. For the avoidance of doubt, the Canadian Loan Partiestherefrom and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.# each Unrestricted Subsidiary.
"“Excluded Subsidiary" shall meanSubsidiary” means # any Domestic Subsidiary of the Borrower that is a regulated entity subject to net worth or net capital restrictions or similar capital and surplus restrictions, # any Foreign Subsidiary, # any FSHCO, # any Subsidiary that is notowned directly or indirectly by a Wholly OwnedForeign Subsidiary or FSHCO, # any Immaterial Subsidiary, # any Subsidiary, other than the Canadian Loan Parties and the Mexican Loan Parties, that # is a ForeignUnrestricted Subsidiary, # is aany direct or indirect Subsidiary of the Borrower that is not a ForeignWholly-owned Subsidiary, or # a U.S. Foreign Holdco, # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiary that is prohibited by Applicable Lawapplicable law from guaranteeing the ObligationsObligations, or thatwhich would require governmental (including regulatory) consent, approval, license or authorization in order to provide a guarantee the Obligations, to the extentunless, such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions),has been received, # not-for-profit subsidiaries, # Subsidiaries that are special purpose entities, # any Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, or # anyother Subsidiary with respect to whichwhich, in the [[Organization B:Organization]]reasonable judgment of the Administrative Agent and Castle reasonably agree thatthe Borrower, the cost or burdenother consequences of obtainingguaranteeing the Obligations would be excessive in view of the benefits to be obtained by the Lenders therefrom, # captive insurance subsidiaries and # any Subsidiary to the extent that the Borrower has reasonably determined in good faith that a guarantee of the Obligations by any such Subsidiary would outweigh the benefitreasonably be expected to the Lendersresult in material adverse tax consequences to be afforded thereby. For the avoidanceHoldings or any of doubt, the Canadian Loan Partiesits Subsidiaries and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.Affiliates.
"“Excluded Subsidiary" shall meanSubsidiary” means # any Subsidiary that is not a Wholly Ownedwholly owned Subsidiary of the Borrower or a Guarantor, # any Subsidiary of a Guarantor that does not have total assets in excess of 2.5% of Total Assets, individually, or 5% of Total Assets in the aggregate together with all other Subsidiaries excluded via this clause (b), (c) any Securitization Subsidiary, # any Subsidiary that is prohibited by applicable Law (whether on the Closing Date or thereafter) or Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Obligations or if guaranteeing the Obligation would require governmental (including regulatory) or other third-party (other than a Loan Party) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), # any other Subsidiary with respect to which the Canadian Loan PartiesAdministrative Agent and the Mexican Loan Parties,Borrower mutually agree that the burden or cost or other consequences (including any material adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the therefrom, # isany direct or indirect Foreign Subsidiary of the Borrower, # any Subsidiary with respect to which the provision of a Foreign Subsidiary,guarantee by it would result in material adverse tax consequences to Holdings, the Borrower, any direct or indirect parent entity of the Borrower or any of the Borrower’s direct or indirect Subsidiaries, in each case, as reasonably determined by the Borrower in consultation with the Administrative Agent, # any not-for-profit Subsidiaries, # any Unrestricted Subsidiaries, # any direct or indirect Domestic Subsidiary # that is a direct or indirect Subsidiary of a Foreign Subsidiary,Subsidiary that is a CFC or # substantially all of whose assets consist of capital stock and/or indebtedness of # one or more Foreign Subsidiaries that are CFCs or # other Subsidiaries described in this [clause (j)], and any other assets incidental thereto (any Subsidiary described in this [clause (j)], a U.S. Foreign Holdco,“FSHCO”), # any special purpose entities and # any captive insurance company, # any not-for-profit subsidiary, # any Subsidiaryinsurance subsidiaries; provided that is prohibited by Applicable Law from guaranteeing the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions), # any Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, or # any Subsidiary with respect to which the [[Organization B:Organization]] and Castle reasonably agree that the cost or burden of obtaining a guarantee of the Obligations would outweigh the benefit to the Lenders to be afforded thereby. Forfor the avoidance of doubt,doubt # at the Canadian Loan Partiesoption of the Borrower, any Excluded Subsidiary may issue a Guaranty and become a Guarantor as described in clause (iii) of the Mexican Loan Partiesdefinition of “Guarantors” and # any Person that becomes a Guarantor pursuant to clause (iii) of the definition of “Guarantors” shall notcease to constitute an Excluded Subsidiaries.Subsidiary, or be released from its obligations under the Guaranty, solely on the basis that, prior to becoming a Guarantor, such Person constituted an Excluded Subsidiary.
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