Excluded Pledge Subsidiary means each Foreign Subsidiary that (a) is not directly owned by a Domestic Loan Party, (b) is an Immaterial Subsidiary, (c) is a Permitted Securitization Entity or (d) is a Person to the extent, in the case of this subsection (d) only, that the pledge of up to 65% of each class of the Equity Interests of such Person (i) would not be legally permissible, (ii) would result in adverse tax or accounting effects or (iii) would result in a burden that would, in the reasonable judgment of the Administrative Agent, exceed the benefit that would be conferred thereby.
Excluded Pledge Subsidiary means each Foreign Subsidiary that (a) is not directly owned by a Domestic Loan Party, (b) is an Immaterial Subsidiary, (c) is a Permitted Securitization Entity, (d) is a Bank Regulated Subsidiary or a Subsidiary thereof, or (e) is a Person to the extent, in the case of this clause (e) only, that the pledge of up to 65% of each class of the Equity Interests of such Person (i) would not be legally permissible or would require any governmental or regulatory consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (ii) would result in adverse tax or accounting effects, (iii) would result in a burden that would, in the reasonable judgment of the Administrative Agent, exceed the benefit that would be conferred by the pledge of the Equity Interests of such Person or (iv) should, in the reasonable judgment of the Administrative Agent, not be required by reason of the Agreed Credit Support Principles.
Excluded Pledge Subsidiary means any Subsidiary that (i) does not own, directly or indirectly, all or any portion of a Borrowing Base Asset and (ii) has a payment obligation under Secured Indebtedness owed to non-affiliates that by its terms does not permit the Equity Interests in such Subsidiary to be pledged.
More Definitions of Excluded Pledge Subsidiary
Excluded Pledge Subsidiary means any Subsidiary of ESR OP that (i) does not own all or any portion of a Borrowing Base Property, (ii) does not, directly or indirectly, own all or any portion of the Equity Interests of any Subsidiary that owns a Borrowing Base Property and (iii) has Indebtedness that (x) is owed to a Person that is not an Affiliate of the Parent or any Subsidiary thereof, (y) is either unsecured Indebtedness recourse for which is limited to such Subsidiary or is Secured Indebtedness and (z) by its terms does not permit the Equity Interests in such Subsidiary to be pledged (provided, that if the terms of such Indebtedness permits 20% or more of the Equity Interests in such Subsidiary to be pledged, such portion of the Equity Interests in such Subsidiary that are permitted to be pledged shall be pledged as collateral for the Obligations) (clauses (i), (ii) and (iii) being referred to herein as the “Pledge Exclusion Conditions”); provided, that notwithstanding the foregoing, (A) each Subsidiary of ESR OP listed on Schedule IIA hereto shall be an Excluded Pledge Subsidiary until the earliest of (i) such time as the Secured Indebtedness of such Subsidiary existing on the Closing Date (the “Closing Date Excluded Pledge Indebtedness”) is repaid, refinanced and/or replaced in full, unless such Subsidiary satisfies each of the Pledge Exclusion Conditions immediately after giving effect to such repayment, refinancing or replacement, (ii) such time as the provisions in the documentation evidencing the Closing Date Excluded Pledge Indebtedness that are ambiguous as to whether the Equity Interests of such Subsidiary can be pledged are amended or modified to clarify that the Equity Interests in such Subsidiary can be pledged as collateral for the Obligations and (iii) such time as such Subsidiary fails to satisfy any of the Pledge Exclusion Conditions (other than clause (iii)(z) thereof), and (B) each Subsidiary of ESR OP listed on Schedule IIB hereto shall be an Excluded Pledge Subsidiary so long as such Subsidiary is also an Excluded Subsidiary.
Excluded Pledge Subsidiary means (a) an Excluded Subsidiary that (i) has Secured Indebtedness which by its terms does not permit the Equity Interests in such Excluded Subsidiary to be pledged as collateral to secure the Obligations and (ii) is designated as an “Excluded Pledge Subsidiary” on Schedule II hereto or in a written notice executed by a Responsible Officer of the Parent and delivered to the Administrative Agent, and (b) American Residential TRS, but only so long as American Residential TRS does not (i) own any portion of any Eligible Investment Property, (ii) own any Subsidiaries, or (iii) manage, directly or indirectly, any portion of any Eligible Investment Property.
Excluded Pledge Subsidiary means each of the Foreign Subsidiaries listed on Annex XIII hereto, as the same may be modified from time to time in accordance with the requirements of Section 7.20.
Excluded Pledge Subsidiary means an Asset Level Financing Subsidiary that is party to or is bound by the covenants of an Asset Level Financing, which covenants prohibit such Subsidiary from providing a pledge or granting security under the Loan Documents.
Excluded Pledge Subsidiary means (1) each Permitted Securitization Entity and (2) each Foreign Subsidiary that (a) is not directly owned by a Domestic Loan Party, (b) is an Immaterial Subsidiary, (c) is a Permitted Securitization Entity, (d) is a Bank Regulated Subsidiary or a Subsidiary thereof, or (ed) is a Person to the extent, in the case of this clause (ed) only, that the pledge of up to 65% of each class of the Equity Interests of such Person (i) would not be legally permissible or would require any governmental or regulatory consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (ii) would result in adverse tax or accounting effects, (iii) would result in a burden that would, in the reasonable judgment of the Administrative Agent, exceed the benefit that would be conferred by the pledge of the Equity Interests of such Person or (iv) should, in the reasonable judgment of the Administrative Agent, not be required by reason of the Agreed Credit Support Principles.
Excluded Pledge Subsidiary means each Foreign Subsidiary that (a) is not directly owned by a Domestic Loan Party, (b) is an Immaterial Subsidiary, (c) is a Permitted Securitization Entity, (d) is a Bank Regulated Subsidiary or a Subsidiary thereof, or (e) is a Person to the extent, in the case of this clause (e) only, that the pledge of up to 65% of each class of the Equity Interests of such Person (i) would not be legally permissible or would require any governmental or regulatory consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (ii) would result in adverse tax or accounting effects, (iii) would result in a burden that would, in the reasonable - 23-
Excluded Pledge Subsidiary means any subsidiary of ESR OP (i) that does not own, directly or indirectly, all or any portion of a Borrowing Base Property and (ii) that has Indebtedness (as defined in Addendum II) that (x) is owed to non-affiliates, (y) is either CONFIDENTIAL EMPIRE REALTY TRUST unsecured Indebtedness recourse for which is limited to the subsidiary that incurred same or is Secured Indebtedness (as defined in Addendum II) and (z) by its terms does not permit the equity interests in such subsidiary to be pledged (provided, that if the terms of such Indebtedness permits 20% or more of the equity interests in such subsidiary to be pledged, such portion of the equity interests in such subsidiary that are permitted to be pledged shall be pledged as collateral for the obligations under the Facilities). None of the Collateral shall be subject to (i) any other Lien (other than certain permitted liens to be specified in the definitive documentation for the Facilities) or (ii) any negative pledge or other encumbrance that prohibits the granting of a Lien on same to secure the Facilities.