Common use of Collateral Coverage Clause in Contracts

Collateral Coverage. Not later than sixty (60) days after each delivery of audited financial statements pursuant to ‎Section 6.01(a) (commencing with the fiscal year ending December 31, 2018), Restricted Subsidiaries as are required to ensure that (1) the aggregate of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the EMEA Credit Parties as a consolidated group and excluding all entities that are U.S. Credit Parties (the “Non-U.S. EMEA Credit Parties”)) of the Non-U.S. EMEA Credit Parties represents not less than 55% of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the Non-U.S. Group as a consolidated group) of the Non-U.S. Group and (2) the aggregate consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. EMEA Credit Parties represents not less than 50% of the consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. Group, will provide a duly executed Non-U.S. Subsidiary Guaranty to the Administrative Agent and will grant Liens on their assets in accordance with Section 6.10(a) on terms consistent with the Agreed Security Principles, as applicable (the “Collateral Coverage Requirement”); provided that (i) the test in this clause (g) shall be tested by reference to the most recent annual financial statements delivered to the Administrative Agent as confirmed by a Compliance Certificate from the U.S. Borrower which shall be prima facie evidence thereof and in the event of any dispute as to whether or not such tests are satisfied, a determination by the auditors of the Borrowers, in the absence of manifest error, will be conclusive and binding on the Lenders and (ii) notwithstanding the foregoing, the Administrative Agent shall not be required to release any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of compliance with the Collateral Coverage Requirement.

Collateral Coverage. Not later than sixty (60) days after each delivery of audited financial statements pursuant to ‎Section Section 6.01(a) (commencing with the fiscal year ending December 31, 2018), Restricted Subsidiaries as are required to ensure that (1) the aggregate of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the EMEA Credit Parties as a consolidated group and excluding all entities that are U.S. Credit Parties (the “Non-U.S. EMEA Credit Parties”)) of the Non-U.S. EMEA Credit Parties represents not less than 55% of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the Non-U.S. Group as a consolidated group) of the Non-U.S. Group and (2) the aggregate consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. EMEA Credit Parties represents not less than 50% of the consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. Group, will provide a duly executed Non-U.S. Subsidiary Guaranty to the Administrative Agent and will grant Liens on their assets in accordance with Section 6.10(a) on terms consistent with the Agreed Security Principles, as applicable (the “Collateral Coverage Requirement”); provided that (i) the test in this clause (g) shall be tested by reference to the most recent annual financial statements delivered to the Administrative Agent as confirmed by a Compliance Certificate from the U.S. Borrower which shall be prima facie evidence thereof and in the event of any dispute as to whether or not such tests are satisfied, a determination by the auditors of the Borrowers, in the absence of manifest error, will be conclusive and binding on the Lenders and (ii) notwithstanding -181- the foregoing, the Administrative Agent shall not be required to release any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of compliance with the Collateral Coverage Requirement.

Collateral Coverage. Not later than sixty (60) days after each delivery of audited financial statements pursuant to ‎Section Section 6.01(a) (commencing with the fiscal year ending December 31, 2018), Restricted Subsidiaries as are required to ensure that (1) the aggregate of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the EMEA Credit Parties as a consolidated group and excluding all entities that are U.S. Credit Parties (the “Non-U.S. EMEA Credit Parties”)) of the Non-U.S. EMEA Credit Parties represents not less than 55% of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the Non-U.S. Group as a consolidated group) of the Non-U.S. Group and (2) the aggregate consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. EMEA Credit Parties represents not less than 50% of the consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. Group, will provide a duly executed Non-U.S. Subsidiary Guaranty to the Administrative Agent and will grant Liens on their assets in accordance with Section 6.10(a) on terms consistent with the Agreed Security Principles, as applicable (the “Collateral Coverage Requirement”); provided that (i) the test in this clause (g) shall be tested by reference to the most recent annual financial statements delivered to the Administrative Agent as confirmed by a Compliance Certificate from the U.S. Borrower which shall be prima facie evidence thereof and in the event of any dispute as to whether or not such tests are satisfied, a determination by the auditors of the Borrowers, in the absence of manifest error, will be conclusive and binding on the Lenders and (ii) notwithstanding the foregoing, the Administrative Agent shall not be required to release any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of compliance with the Collateral Coverage Requirement.