Common use of Excluded Foreign Subsidiaries Clause in Contracts

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (x) total Revenues constituting 5% or more of the total Revenues of Borrower and its Subsidiaries on a consolidated basis, or (y) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues or assets, as applicable, that meet the thresholds set forth in clauses (x) and (y) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xA) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower Parent and its Subsidiaries on a consolidated basis, or (yB) total assets constituting 5% or more of the total assets of Borrower Parent and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors or Borrowers in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary GuarantorsGuarantors or Borrowers, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xA) and (yB) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor or Borrower if doing so would result in material adverse tax consequences for Borrower Parent and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xi) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower and its Subsidiaries on a consolidated basis, or (yii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days *** after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xi) and (yii) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xA) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower Parent Guarantor and its Subsidiaries on a consolidated basis, or (yB) total assets constituting 5% or more of the total assets of Borrower Parent Guarantor and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xA) and (yB) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor or Borrower if doing so would result in material adverse tax consequences for Borrower Parent Guarantor and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xi) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower and its Subsidiaries on a consolidated basis, or (yii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 [***] days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xi) and (yii) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xA) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower and its Subsidiaries on a consolidated basis, or (yB) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xA) and (yB) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in i)In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xA) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower Parent Guarantor and its Subsidiaries on a consolidated basis, or (yB) total assets constituting 5% or more of the total assets of Borrower Parent Guarantor and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xA) and (yB) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor or Borrower if doing so would result in material adverse tax consequences for Borrower Parent Guarantor and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xi) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower and its Subsidiaries on a consolidated basis, or (yii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 [***] days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a)) , such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xi) and (yii) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xA) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower Holdings and its Subsidiaries on a consolidated basis, or (yB) total assets constituting 5% or more of the total assets of Borrower Holdings and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xA) and (yB) above; provided that no Excluded Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower Holdings and its Subsidiaries, taken as a whole.

Excluded Foreign Subsidiaries. (i) Subject to Section 8.12(c), in In the event that, at any time, Excluded Foreign Subsidiaries have, in the aggregate, (xA) total Revenues revenues constituting 5% or more of the total Revenues revenues of Borrower Parent and its Subsidiaries on a consolidated basis, or (yB) total assets constituting 5% or more of the total assets of Borrower Parent and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Excluded Foreign Subsidiaries Subsidiaries, including any Domestic Subsidiary owned by such Excluded Foreign Subsidiary, to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor -77- non‑guarantor Excluded Foreign Subsidiaries in the aggregate shall cease to have Revenues revenues or assets, as applicable, that meet the thresholds set forth in clauses (xA) and (yB) above; provided that no Excluded Foreign Subsidiary, or any Domestic Subsidiary owned by such Excluded Foreign Subsidiary, shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower Parent and its Subsidiaries, taken as a whole.