Common use of Guarantor Coverage Clause in Contracts

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 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 Subject to paragraph (b) below, the Issuer must ensure that at all times that on the date each Compliance Certificate is required to be delivered to the Trustee pursuant to Clause 12.3 (Compliance Certificate): (i) the aggregate gross assets or aggregate net assets of the earnings before interest, tax, depreciation and amortisation members of the Group that are Guarantors (calculated on excluding all intra-Group items) represents 90% or more of the same basis as Adjusted EBITDAvalue of the gross assets or net assets (respectively) of the Guarantors (excluding HQ) represents Group at least 85 per cent. of the consolidated Adjusted EBITDA of the Group (including HQ) and that time; (ii) the aggregate net assets revenues of the members of the Group that are Guarantors represents 90% or more of the value of the consolidated revenue of the Group at that time (calculated on an unconsolidated basis the requirements in paragraph (a)(i) above and excluding all intra-group items and investments in Subsidiaries of this (a)(ii), together comprise the “Guarantor Coverage Test”); and (iii) any member of the Group) represents at least 70 per cent. Group that is a Material Company (and any member of the consolidated net Group which is a Holding Company of that Material Company) shall accede to this Agreement as a Guarantor and grant Transaction Security over its material assets on terms consistent with the Transaction Security Documents executed by other members of the Group. (b) In For the event that purpose of sub-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 thatabove: (i) subject to sub-paragraph (ii) below (A) the aggregate contribution of each Guarantor will be determined from its financial statements which were consolidated into the earnings before interest, tax, depreciation and amortisation latest audited or interim half yearly unaudited (calculated on as applicable) consolidated financial statements; and (B) 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 financial condition of the Group will be determined from the latest audited or interim half yearly unaudited (including HQ)as applicable) consolidated financial statements; (ii) the aggregate gross assets if a person becomes a member of the Guarantors Group after the date on which the latest audited or interim half yearly unaudited (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries as applicable) consolidated financial statements of any the Issuer were prepared; (A) the contribution of that person will be determined from its latest financial statements; and (B) the financial condition of the Group will still be determined from the latest audited or interim half yearly unaudited (as applicable) consolidated financial statements of the Issuer but will be adjusted to take into account that person becoming a 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 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 90 per cent. of the consolidated Adjusted EBITDA of the Group (including HQ) and (ii) the aggregate net 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) represents at least 70 per cent. of the consolidated net gross 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 90 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 gross 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 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. Subject to paragraph (b) In the event that paragraph (a) above is not complied with below, 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, shall procure that one or more of its Subsidiaries becomes an Additional Guarantor such that: (i) the aggregate gross assets and turnover 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 Obligors at least 85 any time shall account for not less than 80 per cent. of the consolidated Adjusted EBITDA gross assets and turnover of the Group at that time (including HQthe "Guarantor Coverage Threshold"); and (ii) each Material Subsidiary which is not a Guarantor becomes (unless prohibited by law provided that the Company uses its reasonable endeavours and takes all reasonable steps to try and overcome such prohibition) a Guarantor in accordance with paragraph (c) of Clause 24.4 (Additional Guarantors) within 21 days of becoming a Material Subsidiary. (b) Following the Acquisition: (i) the Company shall only be obliged to comply with paragraph (a)(i) above; and (ii) the Company shall only be obliged to comply with paragraph (a)(ii) above in respect of a Material Subsidiary which is a member of the Target Group, on and from the date falling 45 days of the date when the Target is re-registered as a private company. (c) For the purpose of paragraph (a)(i) above: (i) subject to paragraph (ii) below: (A) the contribution of each Guarantor will be determined from its financial statements which were consolidated into the latest audited consolidated financial statements of the Company; and (B) the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company; (ii) the aggregate gross assets if a company becomes a member of the Guarantors Group after the date on which the latest audited consolidated financial statements of the Company were prepared: (calculated on an A) the contribution of that company will be determined from its latest financial statements; and (B) the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company, but adjusted to take into account any subsequent acquisition or disposal of a business or a company (including that company); (iii) the contribution of a Guarantor will: (A) if it has Subsidiaries, be determined from its unconsolidated basis and excluding all financial statements; and (B) exclude intra-group items and investments which would be eliminated in Subsidiaries of any member the consolidated financial statements of the GroupCompany. (d) immediately following The Company shall have the accession ability to cure a breach of that Subsidiary or those Subsidiaries paragraph (a)(i) above by procuring that, as Additional Guarantor(s) is equal to at least 70 per cent. soon as reasonably practicable and in any event within 21 days of the consolidated net assets earlier of: (i) the delivery of the GroupCompliance Certificate evidencing that breach; and (iiiii) such Additional Guarantor’s (or Additional Guarantors’) shares are pledged in favour any Obligor becoming aware of the Security Trustee. The Company must use all reasonable endeavours non-compliance, (the "Cure Period"), members of the Group become Additional Guarantors 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 extent required to cure the last day of such 45 day periodrelevant breach. (ce) The Company need only perform its obligations under A breach of paragraph (aa)(i) above will be deemed not to be a breach (and accordingly will not constitute a Default) for the duration of the Cure Period providing that all reasonable steps are being taken to remedy such breach. This paragraph (e) is without prejudice to the rights and remedies of the Finance Parties on expiry of the Cure Period, if it the remedy of such breach has not been effected. If the breach is not unlawful for remedied by the relevant person to become end of the Cure Period, there will be 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 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 liabilityimmediate Event of Default.

Guarantor Coverage. (a) The Company shall ensure that at all times on and from the first Loan Date 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 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.