Common use of Material Subsidiaries Clause in Contracts

Material Subsidiaries. If, at any time after the Second Restatement Effective Date, (a) the book value of the Consolidated Total Assets of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) constitutes in the aggregate more than 5.00% of the book value of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such time or (b) the consolidated net income in accordance with GAAP of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) for any four (4) consecutive fiscal quarters of the Borrower ending on or after December 31, 2015, constitutes in the aggregate more than 5.00% of the consolidated net income in accordance with GAAP of the Borrower and its Restricted Subsidiaries for such period, then the Borrower shall promptly (and in any event not later than the date of delivery of any financial statements required pursuant to Section 6.1(a) or (b) as of the date of which or for the period of which the threshold set forth in clause (a) or (b) above has been exceeded) designate one or more of such Domestic Subsidiaries as a Material Subsidiary pursuant to clause (ii) of the definition of “Material Subsidiary” so that after giving effect to such designation the thresholds set forth in clauses (a) and (b) above are no longer exceeded.

Material Subsidiaries. If, at any time after the Second Restatement Effective Date, (a) the book value Permit, as of the Consolidated Total Assets date on which financial statements with respect to the fiscal quarter of all Domestic Subsidiaries the Borrower most-recently ended are delivered (together with their Subsidiariesor, if not delivered by such date, on the date required to have been delivered) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (apursuant to Section 5.04(a) or (b) hereof, the sum of (i) the definition of “Material Subsidiary”) constitutes in the aggregate more than 5.00% of the book value of the Consolidated Total Assets individual revenues and assets of the Borrower and its Restricted Subsidiaries each Domestic Material Subsidiary that is a Loan Party and (ii) the revenues and assets of each Foreign Subsidiary at least 65% of the voting stock and all of the non-voting Equity Interests of which has been pledged as Collateral to secure the Obligations and of such time Foreign Subsidiary’s subsidiaries, calculated on a consolidated basis, in each case for or as of the end of the most recent period of four consecutive fiscal quarters in respect of which financial statements have been (or were required to have been) delivered, when taken together, to account for less than 90% of the Borrower’s consolidated revenues for, or less than 90% of the Borrower’s consolidated assets at the close of, such period of four consecutive fiscal quarters. (b) Permit on any day in any fiscal quarter of the consolidated net income in accordance with GAAP Borrower, the aggregate amount of all cash held by Domestic Subsidiaries in deposit accounts (together with their Subsidiariesother than deposit accounts referred to in Section 5.10(d)(i), (ii) and (iii)) that are not Guarantors (solely because subject to Control Agreements to exceed $15,000,000, unless, during the 30-day period after the last day of such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) for any four (4) consecutive fiscal quarters of the Borrower ending on or after December 31quarter, 2015, constitutes in the aggregate more than 5.00% of the consolidated net income in accordance with GAAP of the Borrower and its Restricted Subsidiaries for such period, then the Borrower shall promptly (and in any event not later than the date of delivery of any financial statements required pursuant to Section 6.1(a) or (b) as of the date of which or for the period of which the threshold set forth in clause (a) or (b) above has been exceeded) designate one or more of such Domestic Subsidiaries are designated by the Borrower as a Material Subsidiary pursuant to clause (iic) of the definition of “Material Subsidiary” thereof and enter into Control Agreements, with respect to their deposit accounts referred to above, so that after giving that, if such Control Agreement has been in effect to at all times during such designation the thresholds set forth in clauses (a) and (b) above are no longer exceededfiscal quarter, such $15,000,000 threshold would not have been exceeded on any day.

Material Subsidiaries. If, at any time after the Second Third Restatement Effective Date, (a) the book value of the Consolidated Total Assets of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) constitutes in the aggregate more than 5.00% of the book value of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such time or (b) the consolidated net income in accordance with GAAP of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) for any four (4) consecutive fiscal quarters of the Borrower ending on or after December 31, 2015, constitutes in the aggregate more than 5.00% of the consolidated net income in accordance with GAAP of the Borrower and its Restricted Subsidiaries for such period, then the Borrower shall promptly (and in any event not later than the date of delivery of any financial statements required pursuant to by Section 6.1(a) or (b) as of the date of which or for the period of which the threshold set forth in clause (a) or (b) above has been exceeded4.4) designate one or more of such Domestic Subsidiaries as a Material Subsidiary pursuant to clause (ii) of the definition of “Material Subsidiary” so that after giving effect to such designation the thresholds set forth in clauses (a) and (b) above are no longer exceeded.

Material Subsidiaries. If, at any time after the Second Restatement Effective Date, (a) the book value of the Consolidated Total Assets of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) constitutes in the aggregate more than 5.00% of the book value of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such time or (b) the consolidated net income in accordance with GAAP of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) for any four (4) consecutive fiscal quarters of the Borrower ending on or after December 31, 2015, 2013 constitutes in the aggregate more than 5.00% of the consolidated net income in accordance with GAAP of the Borrower and its Restricted Subsidiaries for such period, then the Borrower shall promptly (and in any event not later than the date of delivery of any financial statements required pursuant to Section 6.1(a) or (b) as of the date of which or for the period of which the threshold set forth in clause (a) or (b) above has been exceeded) designate one or more of such Domestic Subsidiaries as a Material Subsidiary pursuant to clause (ii) of the definition of “Material Subsidiary” so that after giving effect to such designation the thresholds set forth in clauses (a) and (b) above are no longer exceeded.

Material Subsidiaries. If, at any time after the Second Restatement Effective Date, (a) The Borrower will not at any time, determined in accordance with the book value most recently available financial statements delivered by the Borrower pursuant to Section 5.1(a) or Section 5.1(b), permit all of the then existing Material Subsidiaries, together with the Borrower, to account for less than (i) 85% of Consolidated Total Assets as of the end of the immediately preceding Fiscal Quarter of the Borrower or (ii) 85% of Consolidated Net Income for the four Fiscal Quarters of the Borrower then most recently ended. (b) If at any time, the Borrower or all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic of the existing Material Subsidiaries do not meet the threshold set forth in clause (a) together account for 85% or (b) more of the definition of “Material Subsidiary”) constitutes in the aggregate more than 5.00% of the book value of the such Consolidated Total Assets and 85% or more of the Borrower and its Restricted Subsidiaries at such time or (b) the consolidated net income Consolidated Net Income as provided in accordance with GAAP of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) for any four (4) consecutive fiscal quarters of the Borrower ending on or after December 31Section 7.14(a), 2015, constitutes in the aggregate more than 5.00% of the consolidated net income in accordance with GAAP of the Borrower and its Restricted Subsidiaries for such period, then the Borrower shall promptly (and in any event not later than designate, by written notice to the date of delivery of any financial statements required pursuant to Section 6.1(a) or (b) as Lenders, such other Subsidiaries of the date of Borrower (which would not otherwise be Material Subsidiaries) to be deemed Material Subsidiaries hereunder so that such 85% threshold is satisfied. (c) The Borrower may designate any Subsidiary as a Material Subsidiary and may de-designate any Material Subsidiary identified in Schedule 7.14 or for the period of which the threshold set forth in clause (a) a Compliance Certificate or (b) above has been exceeded) designate one or more of such Domestic Subsidiaries previously designated as a Material Subsidiary pursuant to clause the requirements of this Section 7.14; provided that: (i) the Borrower shall have given not less than ten days’ prior written notice to the Lenders of such designation or de-designation; (ii) at the time of the definition of “Material Subsidiary” so that such designation or de-designation and immediately after giving effect to thereto no Default or Event of Default shall exist (including, without limitation, under Section 7.14(a)); (iii) in the case of the designation of a Subsidiary as a Material Subsidiary, such Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Material Subsidiary more than once; and (iv) in the case of the de-designation of a Material Subsidiary, such Material Subsidiary shall not at any time after the thresholds set forth in clauses (a) and (b) above are no longer exceededdate of this Agreement have previously been de-designated more than once.

Material Subsidiaries. If, at any time after the Second SecondThird Restatement Effective Date, (a) the book value of the Consolidated Total Assets of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) constitutes in the aggregate more than 5.00% of the book value of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such time or (b) the consolidated net income in accordance with GAAP of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) for any four (4) consecutive fiscal quarters of the Borrower ending on or after December 31, 2015, constitutes in the aggregate more than 5.00% of the consolidated net income in accordance with GAAP of the Borrower and its Restricted Subsidiaries for such period, then the Borrower shall promptly (and in any event not later than the date of delivery of any financial statements required pursuant to Section 6.1(a) or (b) as of the date of which or for the period of which the threshold set forth in clause (a) or (b) above has been exceededexceededrequired by Section 4.4) designate one or more of such Domestic Subsidiaries as a Material Subsidiary pursuant to clause (ii) of the definition of “Material Subsidiary” so that after giving effect to such designation the thresholds set forth in clauses (a) and (b) above are no longer exceeded.

Material Subsidiaries. If, at any time after the Second Restatement Effective Date, (a) The Borrower will not at any time, determined in accordance with the book value most recently available financial statements delivered by the Borrower pursuant to Section 5.1(a) or Section 5.1(b), permit all of the then existing Material Subsidiaries, together with the Borrower, to account for less than (i) 85% of Consolidated Total Assets as of the end of the immediately preceding Fiscal Quarter of the Borrower or (ii) 85% of Consolidated Net Income for the four Fiscal Quarters of the Borrower then most recently ended. (b) If at any time, the Borrower or all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic of the existing Material Subsidiaries do not meet the threshold set forth in clause (a) together account for 85% or (b) more of the definition of “Material Subsidiary”) constitutes in the aggregate more than 5.00% of the book value of the such Consolidated Total Assets and 85% or more of the Borrower and its Restricted Subsidiaries at such time or (b) the consolidated net income Consolidated Net Income as provided in accordance with GAAP of all Domestic Subsidiaries (together with their Subsidiaries) that are not Guarantors (solely because such Domestic Subsidiaries do not meet the threshold set forth in clause (a) or (b) of the definition of “Material Subsidiary”) for any four (4) consecutive fiscal quarters of the Borrower ending on or after December 31Section 7.16(a), 2015, constitutes in the aggregate more than 5.00% of the consolidated net income in accordance with GAAP of the Borrower and its Restricted Subsidiaries for such period, then the Borrower shall promptly (and in any event not later than designate, by written notice to the date of delivery of any financial statements required pursuant to Section 6.1(a) or (b) as Lenders, such other Subsidiaries of the date of Borrower (which would not otherwise be Material Subsidiaries) to be deemed Material Subsidiaries hereunder so that such 85% threshold is satisfied. (c) The Borrower may designate any Subsidiary as a Material Subsidiary and may de-designate any Material Subsidiary identified in Schedule 7.16 or for the period of which the threshold set forth in clause (a) a Compliance Certificate or (b) above has been exceeded) designate one or more of such Domestic Subsidiaries previously designated as a Material Subsidiary pursuant to clause the requirements of this Section 7.16; provided that: (i) the Borrower shall have given not less than ten days’ prior written notice to the Lenders of such designation or de-designation; (ii) at the time of the definition of “Material Subsidiary” so that such designation or de-designation and immediately after giving effect to thereto no Default or Event of Default shall exist (including, without limitation, under Section 7.16(a)); (iii) in the case of the designation of a Subsidiary as a Material Subsidiary, such Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Material Subsidiary more than once; and (iv) in the case of the de-designation of a Material Subsidiary, such Material Subsidiary shall not at any time after the thresholds set forth in clauses (a) and (b) above are no longer exceededdate of this Agreement have previously been de-designated more than once.