Common use of Collateral Release Clause in Contracts

Collateral Release. (a) Following the delivery of financial statements pursuant to Section 5.01 (a) or (b) (commencing with the financial statements for the period ending December 31, 2016) evidencing results for the most recent consecutive four Fiscal Quarter period of which (i) Consolidated Adjusted EBITDA exceeds $100,000,000 and (ii) the Total Net Leverage Ratio as of the last day of the Test Period covered by such financial statements is less than 3.00:1.00, then, so long as no Default or Event of Default shall have occurred and be continuing, the Parent shall have the right, by written notice to the Collateral Agent, to request that all Collateral then in effect be released from the security interest created by the Collateral Documents and the Collateral Agent shall use commercially reasonable efforts to cause such release to occur, and at the Obligors’ expense, execute and deliver to the applicable Obligor such documents as such Obligor may reasonably request to evidence the release of the Collateral from the assignment and security interest granted pursuant to the Loan Documents, within 30 days of the Parent’s request (the date of such request, the “Collateral Release Date”). (b) If, at any time following a Collateral Release Date, financial statements delivered by the Borrower pursuant to Section 5.01(a) or (b) demonstrate that (x) Consolidated Adjusted EBITDA is equal to or below $100,000,000 and (ii) the Total Net Leverage Ratio as of the last day of the Test Period covered by such financial statements is equal to or greater than 3.00:1.00, (any such failure, event or condition, a “Collateral Redelivery Trigger”) each Obligor shall, at the Obligors’ expense, execute, acknowledge and deliver all instruments, agreements and other documents as the Administrative Agent and/or the Collateral Agent shall reasonably request in order to cause the Obligations to be secured by a first priority perfected Lien on (x) substantially all of the assets of the Obligors and their respective Domestic Restricted Subsidiaries (whether now owned or hereafter acquired) and (y) all of the outstanding Equity Interests of the Subsidiaries of the Parent (subject, in each case to the limitations and exceptions contained in the Loan Documents and the Collateral Documents, including that only 65% of the outstanding voting Equity Interests of any CFC or Foreign Subsidiary need be pledged), including, without limitation, any actions described in Section 5.10 that were not previously taken by the Borrower or another Obligor due to the existence of a Collateral Release Period, in each case, within 60 days of the occurrence of such Collateral Redelivery Trigger unless such Collateral is foreign Collateral, in which case, each Obligor shall comply with clauses (x) and (y) within 90 days of the occurrence of such Collateral Redelivery Trigger.