Unpledgeable Subsidiary definition

Unpledgeable Subsidiary means (a) any Subsidiary (i) holding title to or beneficially owning assets which are or are intended to become collateral for any Secured Indebtedness of such Subsidiary, or being a beneficial owner of a Subsidiary holding title to or beneficially owning such assets (but having no material assets other than such beneficial ownership interests) and (ii) the Equity Interests in which may not be pledged as security to any Person pursuant to restrictions contained in (x) any document, instrument or agreement evidencing such Secured Indebtedness or (y) such Subsidiary’s organizational documents included as a condition or anticipated condition to the extension of such Secured Indebtedness, (b) any JV Subsidiary of which more than 5% of the outstanding Equity Interests are owned by another person and the Equity Interests of such JV Subsidiary may not be pledged as security to any Person without the consent of such other person, and (c) any Subsidiary of an entity described in clause (a) or (b) above.
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Unpledgeable Subsidiary means (a) any Subsidiary of the Borrower the Equity Interests in which are prohibited from being pledged to secure the Obligations pursuant to restrictions contained in (x) any document, instrument or agreement evidencing Mortgage Indebtedness secured by assets directly or indirectly owned by such Subsidiary (or by its Subsidiary, provided Section 6.12(b) has been complied with in respect of such Mortgage Indebtedness) or (y) such Subsidiary’s Organizational Documents as in effect on the Closing Date or to the extent they are required to contain such restrictions under documents referred to in clause (x), (b) any JV Subsidiary, (c) any Subsidiary that holds no material assets (and holds no Equity Interests in entities that own material assets, whether directly or indirectly through Equity Interests in other such entities) and has no material operations, (d) any Subsidiary of any entity described in clause (a) or (b) or (c) above, (e) any CFC or a Subsidiary that is held directly or indirectly by a CFC, (f) any captive insurance Subsidiary, (g) any not-for-profit Subsidiary, or (h) any Subsidiary of the Borrower that is taxable as a REIT and prohibited by law or by the terms of any Mortgage Indebtedness from having its Equity Interests pledged to secure the Obligations. A Subsidiary shall no longer be considered an Unpledgeable Subsidiary when it ceases to be subject to the circumstances or restrictions which caused it to be an Unpledgeable Subsidiary.
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Unpledgeable Subsidiary means (a) any Subsidiary or Joint Venture Subsidiary (i) holding title to or beneficially owning assets which are or are intended to become collateral for any Secured Indebtedness of such Subsidiary or Joint Venture Subsidiary, or being a beneficial owner of a Subsidiary or Joint Venture Subsidiary holding title to or beneficially owning such assets (but having no material assets other than such beneficial ownership interests) and (ii) the Equity Interests of which may not be pledged as security to any Person pursuant to restrictions contained in (x) any document, instrument or agreement evidencing such Secured Indebtedness or (y) such Subsidiary’s or Joint Venture Subsidiary’s organizational documents included as a condition or anticipated condition to the extension of such Secured Indebtedness, (b) any Joint Venture Subsidiary (i) more than 5.0% of the outstanding Equity Interest of which is owned by Minority Holders and (ii) the Equity Interests of which may not be pledged as security to any Person without the consent of such Minority Holders, and (c) any Subsidiary of an entity described in clause (a) or (b) above.
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Examples of Unpledgeable Subsidiary in a sentence

  • Notwithstanding the foregoing, if such representations of Borrower are not true and correct, then to the full extent possible under applicable law, such confirmation by Agent shall not release, diminish or impair any Lien pursuant to the Security Documents or other rights under the Loan Documents and provided further that no such confirmation shall release, diminish or impair any provision of the Loan Documents if the specified Person is no longer an Excluded Subsidiary or an Unpledgeable Subsidiary.

  • Notwithstanding the foregoing, the Collateral shall not include any Equity Interest of any Unpledgeable Subsidiary or any other entity exempted under Section 7.12(b) of the Credit Agreement.

  • If any provision of this Agreement may be construed in such a manner as to render the Company not an Unpledgeable Subsidiary (as defined in the Ashford Credit Facility Agreement), such provision shall be void ab initio and either Member may unilaterally amend this Agreement as is necessary to make it clear that the Company is an Unpledgeable Subsidiary.

  • The Company is an Unpledgeable Subsidiary (as defined in the Ashford Credit Facility Agreement).