Guarantor Coverage. (a) The Borrower shall ensure that, at all times from the Closing Date, the aggregate PC EBITDA of the Guarantors represents not less than 60 per cent. of Adjusted Group EBITDA, provided that the Borrower will not be in breach of this obligation if:
(i) this is due to it being excused under paragraph (b) below from procuring that an Eligible Operating Company become a Guarantor; and
(ii) each Obligor has complied with paragraph (c) below in respect of that Eligible Operating Company.
(b) The Borrower need not procure that an Eligible Operating Company become a Guarantor for the purposes of complying with paragraph (a) above if:
(i) it is unlawful for that Eligible Operating Company to become a Guarantor;
(ii) that Eligible Operating Company becoming a Guarantor would result in personal liability for its directors or other management; or
(iii) that Eligible Operating Company is prohibited from becoming a Guarantor by the terms of:
(A) any of its Permitted Financial Indebtedness;
(B) any of its Permitted Security; or
(C) if acquired after the Closing Date pursuant to a PC Acquisition:
1) any Permitted Financial Indebtedness anticipated to be incurred by it as at the Completion Date of that acquisition, and actually incurred by it within 3 months of that Completion Date; or
2) any refinancing of such Permitted Financial Indebtedness anticipated to be incurred by it as at the date on which such Permitted Financial Indebtedness is repaid, and actually incurred by it within 3 months of that date.
(c) Each Obligor must use, and must procure that the relevant Eligible Operating Company uses, all reasonable endeavours lawfully available to avoid any unlawfulness or personal liability referred to in sub-paragraphs (b)(i) or (b)(ii) above. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.
Guarantor Coverage. (a) The Company shall ensure that at all times that (i) the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted EBITDA) of the Guarantors (excluding HQ) represents at least 85 per cent. of the consolidated Adjusted EBITDA of the Group (including HQ) and (ii) the aggregate net assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) represents at least 70 per cent. of the consolidated net assets of the Group.
(b) In the event that paragraph (a) above is not complied with the Company shall, within 45 days of the earlier to occur of the Company becoming aware of such non-compliance and receipt of a written request from the Agent, procure that one or more of its Subsidiaries becomes an Additional Guarantor such that:
(i) the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted EBITDA) of the Guarantors (excluding HQ) immediately following the accession of that Subsidiary or those Subsidiaries as Additional Guarantor(s) is equal to at least 85 per cent. of the consolidated Adjusted EBITDA of the Group (including HQ);
(ii) the aggregate gross assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) immediately following the accession of that Subsidiary or those Subsidiaries as Additional Guarantor(s) is equal to at least 70 per cent. of the consolidated net assets of the Group; and
(iii) such Additional Guarantor’s (or Additional Guarantors’) shares are pledged in favour of the Security Trustee. The Company must use all reasonable endeavours to ensure that the accession of that Subsidiary or those Subsidiaries as Additional Guarantor(s) occurs as soon as reasonably possible but in any event not later than the last day of such 45 day period.
(c) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become an Additional Guarantor and that person becoming an Additional Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit...
Guarantor Coverage replace the reference to “95%” at paragraph (b)(i)(B) of Clause 26.4 (Additional Obligors) with a reference to “80%” and at paragraph (b)(i)(A) of Clause 26.4 (Additional Obligors) replace “the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries” with “the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding, UPC Holding II and any Subsidiary of UPC Broadband that is a Holding Company of all other Subsidiaries of UPC Broadband) and their respective Subsidiaries”.
Guarantor Coverage. Where an entity becomes a Group member, it must become a Guarantor under this Agreement unless it is a dormant entity. The Borrower shall ensure that each such entity becomes an Additional Guarantor as soon as reasonably practicable and in any event within 30 days of such entity becoming a Group member.
Guarantor Coverage. 22.25.1 The Borrower shall ensure that, at all times after the Closing Date, the aggregate contribution of the Guarantors (other than Holdco) (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 90.00 per cent. of the gross assets, Consolidated EBITDA and total revenue of the Group.
22.25.2 Subject to Clause 22.25.3, if, at any time after the Signature Date:
(a) it is demonstrated by reference to the financial statements of any Subsidiary and the consolidated financial statements of the Group that any member of the Group is a Material Subsidiary; or
(b) a member of the Group otherwise is or becomes a Material Subsidiary, then, the Borrower shall, subject to Clause 20.9 (Information Undertakings), promptly and in any event within 10 Business Days of the delivery of those financial statements procure that that Material Subsidiary becomes an Additional Guarantor in the manner required by Clause 25.2 (Additional Guarantors).
22.25.3 Notwithstanding, Clause 22.25.2, neither:
(a) Prism Transactive (M) Sedirian Berhad, a company registered under the laws of Malaysia; nor
(b) Smart Life, will be required to become an Additional Guarantor.
Guarantor Coverage. The Borrower shall ensure that, at all times after the Closing Date, the aggregate contribution of the Guarantors (other than Holdco) (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 90.00 per cent. of the gross assets, Consolidated EBITDA and total revenue of the Group.
Guarantor Coverage. For so long as any Note remains outstanding the Issuer shall procure that:
Guarantor Coverage. For so long as any Note remains outstanding the Issuer shall procure that:
(a) the aggregate gross assets of members of the Group that are Obligors (in each case calculated on an unconsolidated basis and excluding intra-group items and investments in any member of the Group) shall account for not less than 75 per cent. of Total Group Assets; and
(b) each entity which, at any time, provides some or all of the Services (as defined in the Service Agreement) pursuant to the Service Agreement shall, at the relevant time, be an Obligor, except where the principal business of such entity is the provision of insurance. If, in order for the Issuer to comply with its obligations under subparagraphs (a) and (b) above, it becomes necessary to appoint an Additional Guarantor, the Issuer shall as soon as practicable after it has become aware of such necessity notify the Trustee in writing of such circumstances and shall procure that such member of the Group becomes a Guarantor by duly executing and delivering to the Trustee a joint and several guarantee (in terms substantially similar to the Guarantees) contained in a deed supplemental to the Trust Deed (or in such other form as may be necessary or appropriate to comply with any applicable law, rule or regulation).
Guarantor Coverage. The Issuer shall, within sixty (60) days from the delivery of the Compliance Certificate delivered in connection with the Group’s annual audited consolidated financial statements, ensure that that the Guarantor Coverage Ratios are at least eighty (80) per cent.
Guarantor Coverage. (A) Subject to paragraph (B) below, the Company represents that, as at the date of this Agreement:
(1) the aggregate (without double counting) of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents no less than 75% of the Consolidated EBITDA of the Group; and
(2) the aggregate turnover of the Guarantors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 75% of the turnover of the Group, in each case calculated by reference to the Original Financial Statements.
(B) For the purposes of:
(1) the calculation in paragraph (A)(1) above, the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of any Guarantor which is negative shall be treated as zero for the purposes of the numerator in the calculation in paragraph (A)(1) above; and
(2) the calculation in paragraph (A)(2) above, the turnover of any Guarantor which is negative shall be treated as zero for the purposes of the numerator in the calculation in paragraph (A)(2) above.
