Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.
Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.
Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.
Domestic Subsidiary Borrower means any Subsidiary Borrower which is a Domestic Subsidiary.
Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.
Borrower Party means the Mortgage Loan Borrower, a manager of the Mortgaged Property, an Accelerated Mezzanine Loan Lender or any Borrower Party Affiliate.
Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.
Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.
Borrower as defined in the preamble hereto.
Borrower Parties means the collective reference to the Borrower and its Restricted Subsidiaries, and “Borrower Party” means any one of them.
Subsidiary Loan Party means any Subsidiary that is not a Foreign Subsidiary.
Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:
Borrower/s means and refers to jointly and severally to the Applicants (more particularly described in the Application Form) who has/have been sanctioned/granted/disbursed the Loan by ABFL pursuant to the relevant Application Form submitted by such applicants to ABFL for availing of the Loan and depending upon the nature of the Borrower/s, shall, unless repugnant to the context or meaning thereof, be deemed to include his/her legal heirs, executors and administrators;
Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.
Credit Party means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.
Parent Borrower as defined in the preamble hereto.
Consolidated Intangible Assets means, at any date, all assets of the Borrower and its Subsidiaries that are considered to be intangible assets under GAAP, including, without limitation, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.
Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.
Domestic Credit Party means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.
Consolidated Tangible Assets means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.
Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
Domestic Borrower means the Company and each Designated Borrower that is a Domestic Subsidiary.
Subsidiary Loan Parties means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Loan Party after the Effective Date.
Foreign Subsidiaries means each Subsidiary of a Borrower that is not a Domestic Subsidiary.
Excluded Subsidiaries (a) any Domestic Subsidiary that is prohibited by law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition) from providing a Guarantee Obligation in respect of the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee Obligation (unless such consent, approval, license or authorization has already been obtained) or where the provision of such guaranty could result in material adverse tax consequences to the Borrower or such Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (b) any Subsidiary that is a Disregarded Domestic Person, (c) any Subsidiary that is a direct or indirect Subsidiary of an Excluded Subsidiary, (d) any captive insurance Subsidiary that provides workers compensation and/or health insurance to members of the Consolidated Group, (e) any not-for-profit Subsidiary, (f) any Subsidiary that is a special purpose entity, (g) any Foreign Subsidiary, (h) solely in respect of Excluded Swap Obligations, any Excluded Swap Guarantor, (i) each Subsidiary designated as an Excluded Subsidiary on Schedule 6.13 as of the Closing Date and (j) subject to Section 8.15, any other Subsidiary designated by the Borrower from time to time after the date hereof in connection with (i) any CMBS Financing, (ii) any Joint Venture, (iii) any Permitted Acquisition or (iv) the entrance into any new operating lease, capital lease, management contract or other Contractual Obligation that, in each case of the foregoing clauses (i), (ii), (iii) and (iv), was entered into for bona fide business purposes and that the Borrower reasonably believes in good faith would prohibit such Subsidiary from becoming a Guarantor hereunder; and provided that, in each case, (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (y) immediately after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenants.
Domestic Loan Party means any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.