Common use of Guarantor Coverage Clause in Contracts

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 Borrower Issuer 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 Issuer 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 Issuer 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 Borrower Issuer shall ensure that, that at all times from subject to 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 ifAgreed Security Principles and paragraphs (b) to (d) below: (i) this is due to it being excused under paragraph (b) below from procuring that an Eligible Operating Company all Material Companies which are or become a Guarantormembers of the Group are Guarantors; and (ii) the aggregate of revenue of the Guarantors for any Financial Year (starting with Financial Year 2019) and the aggregate gross assets of the Guarantors at the end of any Financial Year (starting with Financial Year 2019) (in each Obligor has complied with paragraph case calculated on an unconsolidated basis and excluding goodwill and all intra- group items and investments in Subsidiaries of any member of the Group) represents not less than 90 per cent. of revenue and 90 per cent. of consolidated gross assets (cexcluding goodwill and excluding the revenue and gross assets of any Subsidiary incorporated in China, India or any other jurisdiction where it is illegal to provide a Notes Guarantee or where the Issuer (acting reasonably and on advice of counsel) below in respect certifies to the Trustee that it would be impractical or not cost-efficient to provide a Notes Guarantee) of that Eligible Operating Companyall members of the Group, calculated by reference to the most recently delivered set of Annual Financial Statements delivered under Condition 11.14 (Reports). (b) The Borrower need Issuer shall not have any obligation to procure that any member of the Group becomes an Eligible Operating Company become Additional Guarantor pursuant to this Condition 4.3 (Guarantor Coverage) unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements of this Condition 4.3 (Guarantor Coverage). (c) No entity is required to accede as a Guarantor (other than the Initial Guarantors) for the purposes of complying with paragraph (a) above if: to the extent that (i) it the Notes Guarantee to be provided by such entity would have a zero value as a result of any guarantee limitation language which the Issuer (acting reasonably and on advice of counsel) certifies to the Trustee is unlawful for necessary in order that Eligible Operating Company to become such entity avoids any unlawfulness or director liability that might arise in becoming a Guarantor; Guarantor or (ii) such entity is incorporated in China, India or any other jurisdiction where it is illegal to provide a Notes Guarantee or where the Issuer (acting reasonably and on advice of counsel) certifies to the Trustee that Eligible Operating it would be impractical or not cost-efficient to provide a Notes Guarantee. (d) Subject to the Agreed Security Principles, any member of the Group that becomes a Material Company becoming after the Issue Date and any Material Company acquired by a member of the Group in accordance with the Trust Deed and these Conditions after the Issue Date shall become a Guarantor would and accede to the Intercreditor Agreement as soon as practicable (and in any event within 45 days of delivery of any relevant Annual Financial Statements delivered under Condition 11.14 (Reports)), provided that if a member of the Group (the "transferee") becomes a Material Company after the Issue Date as a result in personal liability for its directors or of having had assets transferred to it by any other management; or (iii) that Eligible Operating Company is prohibited from becoming members of the Group, such transferee shall become a Guarantor by and accede to the terms of: (A) any Intercreditor Agreement within 45 days 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 datebecame a Material Company. (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 Borrower Parent shall ensure that, at all times from subject to 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 ifAgreed Security Principles: (i) this is due to it being excused following Completion, those entities constituting Material Subsidiaries under paragraph (a)(i) and (b) below from procuring of the definition thereof (but excluding the Excluded Guarantor Companies) will become Additional Guarantors in accordance with Clause 31.4 (Additional Guarantors) within 90 days after the date of Completion; (ii) each member of the Group which is or becomes a Material Subsidiary (but excluding the Excluded Guarantor Companies) shall as soon as reasonably practicable (and in any event within 90 days of (i) (by reference to the Compliance Certificate delivered with the most recent Annual Financial Statements) delivery of a Compliance Certificate for the relevant Financial Year demonstrating that an Eligible Operating Company it has become a Material Subsidiary) or (ii) completion of the acquisition, in respect of any target company which has become a Material Subsidiary pursuant to a Permitted Acquisition, become an Additional Guarantor; (iii) following a Permitted Reorganisation which involves a Guarantor which is not the surviving entity (the Not Surviving Entity), if the surviving entity (the Surviving Entity) is a Material Subsidiary (following such Permitted Reorganisation) it shall as soon as reasonably practicable (and in any event within 90 days of the occurrence of the relevant Permitted Reorganisation), become an Additional Guarantor and if the shares of the Not Surviving Entity were pledged pursuant to a Transaction Security Document in favour of the Finance Parties, the shares of the Surviving Entity shall also be pledged in favour of the Finance Parties in accordance with the Agreed Security Principles; and (iv) within 90 days of the latest date on which the Compliance Certificate relating to the Annual Financial Statements are required to be delivered to the Agent in each Financial Year, by reference to such Annual Financial Statements, the aggregate (without double counting) earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA but on an unconsolidated basis and excluding goodwill, intra-group items and investments in Subsidiaries (each as applicable)) of the Guarantors (Guarantor EBITDA) is equal to or exceeds 80% of Consolidated EBITDA as adjusted pursuant to this Clause (the Guarantor Coverage) provided that, if on the relevant test date the Guarantor Coverage is not satisfied, within 90 days of such test date, subject to: (A) the Agreed Security Principles (in relation to such other members of the Group incorporated a jurisdiction of an Original Obligor); or (B) the Agreed Security Principles and limitation language to be negotiated in good faith between the Parties (in relation to other members of the Group incorporated in any other jurisdiction), such other members of the Group shall accede as Additional Guarantors in accordance with Clause 31.4 (Additional Guarantors) to ensure that the Guarantor Coverage test is satisfied (calculated as if such Additional Guarantors had been Guarantors for the purposes of the relevant test and provided that, subject to the Agreed Security Principles, if the Guarantor Coverage is satisfied within such time period, no Default, Event of Default or other breach of the Finance Documents shall arise in respect thereof). (b) Where any member of the Group is not eligible to be a Guarantor pursuant to the Agreed Security Principles and for any Excluded Guarantor Company, its EBITDA shall not be included in the Consolidated EBITDA of the Group for the calculation of the Guarantor Coverage and as long as members of the Group representing 100 per cent of the Consolidated EBITDA are not eligible to be Guarantors as a result of the foregoing, the Guarantor Coverage shall be deemed to be satisfied. (c) For the purposes of the foregoing: (i) the full Guarantor EBITDA of a Guarantor shall be taken into account, notwithstanding the fact that it may only guarantee part of the obligations under the relevant Facility and that, due to the applicable limitations, the amount so guaranteed is equal to zero; and (ii) each Obligor has complied with paragraph (c) below in respect if the shares of that Eligible Operating Companyany member of the Group which is not a Guarantor are subject to Transaction Security, it shall be treated as a Guarantor. (bd) The Borrower need not procure that an Eligible Operating Company become a For the purpose of calculating the Guarantors' contribution to the Guarantor for the purposes of complying with paragraph (a) above if: (i) it is unlawful Coverage above, any Guarantor having negative EBITDA shall be treated as having zero EBITDA 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 datepurpose only. (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 Borrower Company shall ensure that, that at all times from the Closing Date, the aggregate PC EBITDA of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted Consolidated EBITDA) of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-group items) represents not less than 60 70 per cent. cent of Adjusted Consolidated EBITDA of the 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"Guarantor Coverage"). (b) The Borrower need not Company shall procure that an Eligible Operating Company become a Guarantor for the purposes of complying with paragraph (a) above ifthat: (i) it any wholly owned Material Subsidiary (except for Subsidiaries organised under the laws of the People’s Republic of China or the Republic of India) which is unlawful for that Eligible Operating not a Guarantor becomes a Guarantor within 30 days after delivery of the latest audited financial statements of the Company pursuant to become paragraph (a) of Clause 24.1 (Financial statements) giving evidence of such Subsidiary being a GuarantorMaterial Subsidiary; (ii) that Eligible Operating Company becoming any member of the Group which is not already a Guarantor would result in personal liability for its directors but has guaranteed any Additional Financial Indebtedness or other managementto which proceeds resulting from the incurrence of Additional Financial Indebtedness have been on-lent becomes a Guarantor within thirty (30) days of guaranteeing such Additional Financial Indebtedness or receiving such proceeds; orand (iii) that Eligible Operating Company is prohibited from becoming a Guarantor by the terms of: Facility Agent receives in respect of the relevant member of the Group the documents and other evidence listed in Part II (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 Conditions precedent required to be incurred delivered by it as at a Guarantor) of SCHEDULE 2 (Conditions Precedent), each in form and substance satisfactory to 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 dateFacility Agent. (c) Each Obligor must useParagraphs (b) above does not apply with respect to any member of the Group, and must procure if becoming a Guarantor is not within the legal capacity of such member of the Group or if the same would contravene the fiduciary duties of its directors or any legal prohibition or mandatory regulatory requirement or could reasonably likely result in personal or criminal liability for any officer of any member of the Group (other than risks regularly associated with the functions of a director), provided that the Company and the relevant Eligible Operating Company uses, Material Subsidiary shall use all reasonable endeavours lawfully available to avoid overcome any unlawfulness or personal liability referred such obstacles in order to in sub-paragraphs (b)(i) or (b)(ii) abovebecome a Guarantor. This includes agreeing to a limit limitation on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, guaranteed as legally required in its opinion, to do so would avoid the relevant unlawfulness or personal liabilityjurisdiction.

Guarantor Coverage. (a) The Borrower Issuer shall ensure that, that at all times from subject to 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 ifAgreed Security Principles and paragraphs (b) to (d) below: (i) this is due to it being excused under paragraph (b) below from procuring that an Eligible Operating Company become each of the Initial Guarantors provides a GuarantorNotes Guarantee; and (ii) each Obligor has complied Material Company shall become an Additional Guarantor in accordance with paragraph (c) below in respect of that Eligible Operating Companythe below. (b) The Borrower need Issuer shall not have any obligation to procure that Person becomes an Eligible Operating Company become Additional Guarantor pursuant to this Condition 4.3 (Guarantor Coverage) unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements of this Condition 4.3 (Guarantor Coverage). (c) No entity is required to accede as a Guarantor (other than the Initial Guarantors) for the purposes of complying with paragraph (a) above if: to the extent that (i) it the Notes Guarantee to be provided by such entity would have a zero value as a result of any guarantee limitation language which the Issuer (acting reasonably and on advice of counsel) certifies to the Trustee is unlawful for necessary in order that Eligible Operating Company to become such entity avoids any unlawfulness or director liability that might arise in becoming a Guarantor; Guarantor or (ii) such entity is incorporated in China, India, Indonesia or any other jurisdiction where it is illegal to provide a Notes Guarantee or where the Issuer and Trustee (each acting reasonably and on advice of counsel) agree that Eligible Operating it would be impractical or not cost-efficient to provide a Notes Guarantee. (d) Subject to the Agreed Security Principles, any member of the AssetCo Group that becomes a Material Company becoming after the Issue Date and any Material Company acquired by a member of the AssetCo Group in accordance with the Trust Deed and these Conditions after the Issue Date shall become a Guarantor would and accede to the Intercreditor Agreement as soon as practicable (and in any event within 45 days of delivery of any relevant annual financial statements delivered under Condition 11.2(f)), provided that if a Person (the “transferee”) becomes a Material Company after the Issue Date as a result in personal liability for its directors or other management; or (iii) that Eligible Operating Company is prohibited from becoming of having had assets transferred to it, such transferee shall become a Guarantor by and accede to the terms of: (A) any Intercreditor Agreement within 45 days 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 repaidit became a Material Company; provided that, the Issuer and each Guarantor shall not, and actually incurred by it within 3 months of that date. (c) Each Obligor must use, and must shall procure that the relevant Eligible Operating Company usesno Legal Title Holder shall, all reasonable endeavours lawfully available to avoid any unlawfulness sell or personal liability referred to in sub-paragraphs otherwise dispose of its assets (b)(i) or (b)(ii) above. This includes agreeing with respect to a limit on Legal Title Holder, solely in respect of those AssetCo Assets that it holds the amount guaranteed. The Agent may (but shall not be obliged legal title to) agree (in each case, other than de minimis assets in the ordinary course of business and any sales or disposals that are Noble Plantations Permitted Transactions) to a member of the AssetCo Group which is not a Guarantor without such Person simultaneously becoming a limit if, in its opinion, Guarantor and acceding to do so would avoid the relevant unlawfulness or personal liabilityIntercreditor Agreement.