Collateral Foreign Subsidiary means any Restricted Subsidiary that is: (a) a Specified Foreign Subsidiary, (b) a FSHCO, (c) a direct or indirect Subsidiary of the Borrower that is treated as a disregarded entity for United States Federal income tax purposes and that directly or through one or more disregarded entities, owns 65% or more of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) of any Specified Foreign Subsidiary or FSHCO, or (d) any other Subsidiary, the pledge of whose Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) or whose provision of a Guarantee under the Loan Documents could constitute an investment in “United States property” within the meaning of Section 956 of the Internal Revenue Code by a CFC with respect to which the Borrower is a “United States shareholder” within the meaning of Section 951 of the Internal Revenue Code or otherwise result in a material adverse tax consequence to the Borrower or one of its Subsidiaries, as reasonably determined by the Borrower (in consultation with the Administrative Agent) and specified in writing.
Collateral Foreign Subsidiary means (a) any Specified Foreign Subsidiary, (b) any direct or indirect subsidiary of the Company, substantially all the assets of which constitute equity interests in or debt of one or more Specified Foreign Subsidiaries, (c) any direct or indirect subsidiary of Company that is treated as a disregarded entity for U.S. Federal income tax purposes and that, directly or through one or more disregarded entities, owns 65.0% or more of the voting stock of a subsidiary of Company described in clause (a) or (b) above, or (d) any other direct or indirect subsidiary of Company the pledge of whose voting equity interests could constitute an investment in “United States property” by a CFC within the meaning of Section 956 of the Code, or otherwise result in a material adverse tax consequence to Company or any of its Subsidiaries, as reasonably determined by the Company.
Collateral Foreign Subsidiary has the meaning set forth in the definition of “Excluded Property”. “Commitment” means (i) a Term Commitment, (ii) a Revolving Credit Commitment, (iii) an Incremental Term Commitment, (iv) an Incremental Revolving Commitment, (v) an Other Term Commitment or (vi) an Other Revolving Commitment, as the context may require. “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent (provided that a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans shall not contain a reaffirmation of representations and warranties), appropriately completed and signed by a Responsible Officer of the Borrower.
Examples of Collateral Foreign Subsidiary in a sentence
Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (excluding any Collateral Foreign Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas.
Holdings will promptly cause each Person that becomes a Grantor (other than a Collateral Foreign Subsidiary, for so long as it remains so) to execute and deliver to the ABL Agent and the Term Loan Agents party hereto an acknowledgment to this Agreement substantially in the form of Exhibit A, whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof.
The parties hereto further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes a Grantor (other than a Collateral Foreign Subsidiary, for so long as it remains so) at any time (and any security granted by any such Person) shall be subject to the provisions hereof as fully as if the same constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence.
Notwithstanding the foregoing, no cash collections from a Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary and no Excluded Assets described in clause (8) or clause (15) of the definition of Excluded Assets shall be applied to satisfy any US Borrower Obligations.
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More Definitions of Collateral Foreign Subsidiary
Collateral Foreign Subsidiary. (a) any Specified Foreign Subsidiary, (b) any Subsidiary of Mid-Holdings, substantially all the assets of which constitute equity interests in or debt of one or more Specified Foreign Subsidiaries, (c) any Subsidiary of Mid-Holdings that is treated as a disregarded entity for US Federal income tax purposes and that owns 65.0% or more of the voting stock of a Subsidiary of Mid-Holdings described in clause (a) or (b) above, or (d) any other Subsidiary of Mid-Holdings, the pledge of whose voting equity interests could constitute an investment in “United States property” by a CFC with respect to which the Borrower is a “United States shareholder” within the meaning of section 956 of the Code (or any similar law or regulation in any applicable jurisdiction) or otherwise result in a material adverse tax consequence to Mid-Holdings or one of its Subsidiaries, as reasonably determined by Mid-Holdings (in consultation with the Administrative Agent).
Collateral Foreign Subsidiary shall have the meaning set forth in the ABL Credit Agreement as in effect on the date hereof or the analogous term in any Replacement ABL Credit Agreement.
Collateral Foreign Subsidiary has the meaning set forth in the definition of “Excluded Property”. “Commitment” means (i) a Term Commitment, (ii) a Revolving Credit Commitment, (iii) an Incremental Term Commitment, (iv) an Incremental Revolving Commitment, (v) an Other Term Commitment or (vi) an Other Revolving Commitment, as the context may require. “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to another, or (d) a continuation of Eurodollar Rate Loans or SOFR Loans, pursuant to Section 2.02(a), substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent (provided that a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans or SOFR Loans shall not contain a reaffirmation of representations and warranties), appropriately completed and signed by a Responsible Officer of the Borrower. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Compliance Certificate” means a certificate substantially in the form of Exhibit D. “Conforming Changes” means, with respect to either the use or administration of RCF Term SOFR or the use, administration, adoption or implementation of any RCF Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.05 and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides, in consultation with the Borrower, that ad...
Collateral Foreign Subsidiary. (a) any Specified Foreign Subsidiary, (b) any Subsidiary of Holdings, substantially all the assets of which constitute equity interests in or debt of one or more Specified Foreign Subsidiaries, (c) any Subsidiary of Holdings that is treated as a disregarded entity for US Federal income tax purposes and that directly or through one or more disregarded entities, owns 65.0% or more of the voting stock of a Subsidiary of the Borrower described in clause (a) or (b) above, or (d) any other Subsidiary of Holdings whose provision of a guarantee under the Loan Documents would constitute an investment in “United States property” by a CFC with respect to which the Borrower (or any of its direct or indirect owners, solely as a result of such owner’s direct or indirect ownership of an interest in the Borrower) is a “United States shareholder” (within the meaning of section 951(b) of the Code) described in Section 951(a)(1) of the Code (or any similar law or regulation in any applicable jurisdiction) or otherwise result in a material adverse tax consequence to Holdings (or any of its direct or indirect owners, to the extent such adverse tax consequence arises as a result of such owner’s direct or indirect ownership of an interest in the Borrower) or one of its Subsidiaries, as reasonably determined by the Borrower (in consultation with the Administrative Agent).
Collateral Foreign Subsidiary means any Foreign Subsidiary of the Borrower or any other Credit Party with respect to which the Collateral Agent, for the benefit of the Lenders (and Affiliates of Lenders as to certain obligations under Hedging Agreements), the Noteholders and the Permitted Holders, has a perfected first priority security interest in 65% of the Voting Stock of such Foreign Subsidiary.
Collateral Foreign Subsidiary. (a) any Specified Foreign Subsidiary, (b) any subsidiary of Holdings, substantially all the assets of which constitute equity interests in or debt of one or more Specified Foreign Subsidiaries, (c) any subsidiary of Holdings that is treated as a disregarded entity for US federal income tax purposes and that owns (or is treated as owning for U.S. federal income tax purposes) 65.0% or more of the voting stock of a subsidiary of Holdings described in clause (a) or (b) above, or (d) any other subsidiary of Holdings, the pledge of whose voting equity interests could constitute an investment in “United States property” by a CFC with respect to which any US Borrower is a “United States shareholder” within the meaning of section 956 of the Code (or any similar law or regulation in any applicable jurisdiction) or otherwise result in a material adverse tax consequence to Holdings or one of its subsidiaries, as reasonably determined by Holdings (in consultation with the Administrative Agent).
Collateral Foreign Subsidiary. (a) any Specified Foreign Subsidiary, (b) any Subsidiary of Mid-Holdings, substantially all the assets of which constitute equity interests in or debt of one or more Specified Foreign Subsidiaries, (c) any Subsidiary of Mid-Holdings that is treated as a disregarded entity for US Federal income tax purposes and that owns 65.0% or more of the voting stock of a Subsidiary of Mid-Holdings described in clause (a) or (b) above, or (d) any other Subsidiary of Mid-Holdings, the pledge of whose voting equity interests could constitute an investment in “United States property” by a CFC with respect to which the Initial Borrower or an Additional US Revolving Borrower is a “United States shareholder” within the meaning of section 956 of the Code (or any similar law or regulation in any applicable jurisdiction) or otherwise result in a material adverse tax consequence to Mid-Holdings or one of its Subsidiaries, as reasonably determined by Mid-Holdings (in consultation with the Administrative Agent).