Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets of such Subsidiary together with the Consolidated Total Assets of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries on a consolidated basis.
Appears in 12 contracts
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Travel & Leisure Co.)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 12 contracts
Samples: Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.), Credit Agreement (Duck Creek Technologies, Inc.)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Parent Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Parent Borrower and its Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 8 contracts
Samples: Restatement Agreement (NortonLifeLock Inc.), Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Limited Partnership)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the BorrowerCompany, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Borrower Company and its Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 4 contracts
Samples: Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Kinetic Concepts Inc)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Parents, the Borrower and its the Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 3 contracts
Samples: Credit Agreement (Utz Brands, Inc.), Credit Agreement (Collier Creek Holdings), Loan Credit Agreement (Utz Quality Foods, LLC)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f), (g) or (gh) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 55.0% of the Consolidated Total Assets EBITDA of the Borrower Holdings and its Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 3 contracts
Samples: Credit Agreement (Array Technologies, Inc.), Credit Agreement (Shoals Technologies Group, Inc.), Credit Agreement (Array Technologies, Inc.)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the BorrowerHoldings, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Restricted Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Borrower Holdings and its Restricted Subsidiaries on a consolidated basisas of the then most recently ended Test Period.
Appears in 2 contracts
Samples: First Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD), Second Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f(f) or (g(g) of Section Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the BorrowerBorrowers, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Borrower Borrowers and its their Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cole Haan, Inc.), Abl Credit Agreement (Cole Haan, Inc.)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Parent Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets of such Subsidiary together with the Consolidated Total Assets of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Abl Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Parent Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 57.5% of the Consolidated Total Assets EBITDA of the Parent Borrower and its Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 1 contract
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f), (g) or (gh) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 55.0% of the Consolidated Total Assets EBITDA of the Borrower Holdings and its Restricted Subsidiaries on a consolidated basis.Subsidiaries. Section 8.04
Appears in 1 contract
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the BorrowerBorrower Representative, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets of such Subsidiary together with the Consolidated Total Assets of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets of the US Borrower and its Restricted Subsidiaries on a consolidated basis.
Appears in 1 contract
Samples: Credit Agreement (W R Grace & Co)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f), (g) or (gh) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the BorrowerCompany, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 55.0% of the Consolidated Total Assets EBITDA of the Borrower Holdings and its Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 1 contract
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the BorrowerBorrower Representative, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets of such Subsidiary together with the Consolidated Total Assets of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 55.0% of the Consolidated Total Assets of the Borrower MVWC and its Restricted Subsidiaries on a consolidated basis.
Appears in 1 contract
Samples: Security Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets of such Subsidiary together with the Consolidated Total Assets of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries on a consolidated basis.. SECTION 8.04
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Administrative Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets EBITDA of such Subsidiary together with the Consolidated Total Assets EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5% of the Consolidated Total Assets EBITDA of the Borrower Parents, the Borrowers and its the Restricted Subsidiaries on a consolidated basisSubsidiaries.
Appears in 1 contract
