Subsidiary. For purposes of this Agreement, the term “subsidiary” means any corporation, limited liability company, or other entity, of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an Agent.

“Material Subsidiary” means any Subsidiary other than an Immaterial Subsidiary.

the merger, consolidation or amalgamation of # any Subsidiary of the Borrower with or into the Borrower, provided the Borrower is the surviving or continuing or resulting corporation; # any Immaterial Subsidiary into any other Immaterial Subsidiary, provided that if any such Immaterial Subsidiary is a Subsidiary Guarantor, such Subsidiary Guarantor shall be the surviving or continuing or resulting Person; # any Subsidiary of the Borrower with or into any other Subsidiary (other than an Immaterial Subsidiary), provided that the surviving or continuing or resulting Person is not a Foreign Subsidiary and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;

“Material Subsidiary”: any Domestic Subsidiary that is not an Immaterial Subsidiary.

each Immaterial Subsidiary,

any Immaterial Subsidiary may be liquidated or dissolved; and

New Subsidiaries. In the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than an Immaterial Subsidiary or a Financing Subsidiary for so long as such entity remains an Immaterial Subsidiary or a Financing Subsidiary), such Subsidiary shall become a Subsidiary Guarantor and the Borrower will cause the entire Collateral and Guarantee Requirement to be satisfied by and with respect to such Subsidiary.

“Excluded Subsidiary” means # any Immaterial Subsidiary, # any CFC and # any direct or indirect Domestic Subsidiary of a Foreign Subsidiary that is a CFC.

“Immaterial Subsidiary” has the meaning set forth in [Section 8.03].

Subsidiary Indebtedness. The ​ will not permit any of its Subsidiaries (unless such Subsidiary has guaranteed the Obligations pursuant to a guarantee which is reasonably satisfactory to the Administrative Agent) to create, incur, assume or permit to exist any Debt, or become or remain liable (contingent or otherwise) to do any of the foregoing, except for the following: