Excluded Restricted Subsidiary definition

Excluded Restricted Subsidiary means any Restricted Subsidiary organized under the laws of a jurisdiction other than the United States (as defined in Regulation S under the Securities Act) and that has not delivered a Note Guarantee.

Excluded Restricted Subsidiary means any Restricted Subsidiary organized under the laws of a jurisdiction other than the United States (as defined in Regulation S under the Securities Act) and that has not delivered a Subsidiary Guarantee.

Excluded Restricted Subsidiary means any newly acquired or created Subsidiary of the Company that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of the Company, from guaranteeing the Notes by any applicable law, regulation or contractual restriction existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the good faith opinion of the management of the Company, cannot be removed through commercially reasonable efforts. As of the Issue Date, there are no Excluded Restricted Subsidiaries.

Examples of Excluded Restricted Subsidiary in a sentence

• If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary that is not a Securitization Entity, a Warehouse Facility Trust, an MSR Facility Trust or an Excluded Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable.

• Investments by the Company or a Restricted Subsidiary (other than an Excluded Restricted Subsidiary) in one or more Excluded Restricted Subsidiaries, the aggregate outstanding amount of which does not exceed 30% of the consolidated assets of the Company and its Restricted Subsidiaries (and, for the avoidance of doubt, Permitted Investments shall include any Investment by an Excluded Restricted Subsidiary in another Excluded Restricted Subsidiary).

• If any entity (other than an Excluded Restricted Subsidiary) shall become a Restricted Subsidiary after the date of this Indenture, then such Restricted Subsidiary shall execute a Subsidiary Guarantee and deliver an opinion of counsel with respect thereto, in accordance with the terms of this Indenture.

• If any entity (other than an Excluded Restricted Subsidiary) shall become a Restricted Subsidiary after the date of the First Supplemental Indenture, then such Restricted Subsidiary shall execute a supplemental indenture in the form of Exhibit B attached hereto, pursuant to which it shall provide a Subsidiary Guarantee, and deliver an Opinion of Counsel with respect thereto, in accordance with the terms of the Indenture.

• If any entity (other than an Excluded Restricted Subsidiary) shall become a Restricted Subsidiary after the date of the Sixth Supplemental Indenture, then such Restricted Subsidiary shall execute a supplemental indenture in the form of Exhibit B attached hereto, pursuant to which it shall provide a Subsidiary Guarantee and deliver an Opinion of Counsel with respect thereto, in accordance with the terms of the Indenture.

More Definitions of Excluded Restricted Subsidiary

Excluded Restricted Subsidiary means any Subsidiary of the Parent Guarantor that is designated as a Restricted Subsidiary but prohibited or restricted, in the reasonable judgment of management of the Parent Guarantor, from guaranteeing the Notes by any applicable law, regulation or contractual restrictions existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual prohibition or restriction, in the reasonable judgment of management of the Parent Guarantor, cannot be removed through commercially reasonable efforts; provided that a Subsidiary shall be deemed to be an Excluded Restricted Subsidiary if, in the reasonable judgment of management of the Parent Guarantor, such a Subsidiary guaranteeing the Notes would require either the Parent Guarantor or any Restricted Subsidiary to register as an “investment company” (as that term is defined in the Investment Company Act), or otherwise become subject to regulation under the Investment Company Act of 1940.

Excluded Restricted Subsidiary means any existing or newly acquired or created Subsidiary of the Issuer that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of the Issuer, from guaranteeing the Notes by any applicable law, regulation or contractual restriction existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the good faith opinion of the management of the Issuer, cannot be removed through commercially reasonable efforts.

Excluded Restricted Subsidiary means any Subsidiary of the Company that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of senior management of the Company, from guaranteeing the Notes by any applicable law, regulation or contractual restrictions existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the reasonable judgment of senior management of the Company, cannot be removed through commercially reasonable efforts; provided that a Subsidiary shall be deemed to be an Excluded Restricted Subsidiary if, in the reasonable judgment of senior management of the Company, such a Subsidiary guaranteeing the Notes would require any of the Issuers or their Restricted Subsidiaries to register as an “investment company” (as that term is defined in the Investment Company Act of 1940, as amended), or from otherwise becoming subject to regulation under the Investment Company Act of 1940, as amended.

Excluded Restricted Subsidiary means any Restricted Subsidiary that has total assets having a Fair Market Value in an amount not to exceed $100,000 on an individual basis and $1,000,000 in the aggregate for all such Restricted Subsidiaries that are Excluded Restricted Subsidiaries.

Excluded Restricted Subsidiary means any Subsidiary of the Company that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of senior management of the Company, from guaranteeing the Notes by any applicable law, regulation or contractual restrictions existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the reasonable judgment of senior management of the Company, cannot be removed through commercially reasonable efforts; provided that a Subsidiary shall be deemed to be an Excluded Restricted Subsidiary if, in the reasonable judgment of senior management of the Company, such a Subsidiary guaranteeing the Notes would require any of the Issuers or their Restricted Subsidiaries to register as an “investment company” (as that term is defined in the Investment Company Act of 1940, as amended), or from otherwise becoming subject to regulation under the Investment Company Act of 1940, as amended. “fair market value” may be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Company setting out such fair market value as determined by such Officer or such Board of Directors in good faith.

Excluded Restricted Subsidiary means any newly acquired or created Subsidiary of the Issuer that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of the Issuer, from guaranteeing the Notes by any applicable law, regulation or contractual restriction existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the good faith opinion of the management of the Issuer, cannot be removed through commercially reasonable efforts. As of the Issue Date, Xome Holdings LLC, Xome CT LLC, Xome Inc., Xome Realty Services LLC and Xome Services India Private Limited, are deemed to be Excluded Restricted Subsidiaries.

Excluded Restricted Subsidiary means any newly acquired or created Subsidiary of the Issuer that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of the Issuer, from guaranteeing the Notes by any applicable law, regulation or contractual restriction existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the good faith opinion of the management of the Issuer, cannot be removed through commercially reasonable efforts. As of the Issue Date, 4SBO Inc., Xome Holdings LLC, American Title, Inc., eMortgage Logic, LLC, T365 Company LLC, Title365 Holding Co., Title365 Company, Title365 Company of Alabama LLC, X1 Analytics, Inc., Xome CT LLC, Xome Field Services LLC, Xome Inc., Xome Labs Inc., Xome Leads LLC, Xome Realty Services LLC, Xome Services India Private Limited, Xome Services LLC, Xome Settlement Services LLC, Xome Signings Inc. and Xome Valuation Services LLC are deemed to be Excluded Restricted Subsidiaries.