Common use of Exclusion of Immaterial Subsidiaries Clause in Contracts

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (h) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.0% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Parent Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (eSection 8.1(b), (f8.1(f), (g8.1(h) or (h) of Section 8.018.1(i), any reference in any such clause to any Restricted Subsidiary or Loan Credit Party shall be deemed not to include any Restricted Subsidiary that is an Immaterial Subsidiary or at any 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 Adjusted EBITDA of such Restricted Subsidiary together with the Consolidated Adjusted EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05.00% of the Consolidated Adjusted EBITDA of the Borrower Holdings and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such in Default pursuant to an event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower Company and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Parents, the Borrower and its the Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (h) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.0% of the Consolidated EBITDA of the Borrower Holdings and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g‎(f) or (h‎(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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower Borrowers and its their Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower Parents, the Borrowers and its the Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.07.5% of the Consolidated EBITDA of the Parent Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.0% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (h) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such #96808608v5 clause, shall exceed 5.0% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (h) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.0% of the Consolidated EBITDA of the Borrower Holdingsthe Company and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by #95787455v10 such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower and its the Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 -176- 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Parent Borrower and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. #93847511v24 . Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Parent, the Borrower and its the Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (h) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.0% of the Consolidated EBITDA of the Borrower Holdings and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (h) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.0% of the Consolidated EBITDA of the Borrower Holdings and its Restricted Subsidiaries.. 199 #95598837v24

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), f)or (g) or (h) 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 Lead Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower and its Restricted SubsidiariesEBITDA.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 BorrowerParent, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless the Consolidated EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.07.5% of the Consolidated EBITDA of the Borrower Parent and its Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Parent, the Borrower and its the Restricted Subsidiaries.

Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (e), (f), (g) or (hg) 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 EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall exceed 5.05% of the Consolidated EBITDA of the Borrower and its the Restricted Subsidiaries.