Common use of Acceding Guarantors Clause in Contracts

Acceding Guarantors. (a) If audited financial statements of the Group prepared in accordance with clause 12.1(f)(i)(B) show that: (i) the aggregate EBITDA of all the Guarantors for the period to which those financial statements relate is less than eighty five per cent. of the Consolidated EBITDA for the period to which those financial statements relate, as shown in those financial statements; and/or (ii) the aggregate amount of the total assets (determined in accordance with GAAP) of all the Guarantors is less than eighty five per cent. of the Total Assets of the Group as at the end of the period to which those financial statements relate, as shown in those financial statements; and/or (iii) the aggregate amount of the net revenues (determined in accordance with GAAP) of all the Guarantors in the period to which those financial statements relate is less than eighty five per cent of the aggregate net revenues of the Group during the period to which those financial statements relate (determined in accordance with GAAP), as shown in those financial statements, the Borrower shall procure that, within 30 days of the receipt of such financial statements by the Agent, such Subsidiaries of the Borrower (which are not already Guarantors) become Guarantors in accordance with this clause 10.16 as is necessary in order to ensure that none of the circumstances described in clauses 10.16(a)(i), (ii) or (iii) exists or continues to subsist. (b) Notwithstanding clause 10.16(a), the Agent may (if it so determines or any Bank so requests) require the Borrower to recalculate the contribution of the Guarantors to Consolidated EBITDA, Total Assets of the Group and/or aggregate net revenues by reference to the most recently provided Quarterly Management Accounts provided that, unless there is a Default subsisting (in which circumstances no such restriction shall apply) the Agent shall not be entitled (or required by any Bank) to require a recalculation pursuant to this clause 10.16(b) more than once in any six month period. The Borrower shall carry out such recalculation and provide a copy thereof (in reasonable detail) to the Agent within 14 days of a request to the Borrower pursuant to this clause 10.16(b). If any recalculation shows that any of the circumstances described in clauses 10.16(a)(i), (ii) or (iii) exist, the Borrower shall procure that within 30 days of receipt of the recalculation by the Agent, such Subsidiaries of the Borrower (which are not already Guarantors) become Guarantors in accordance with this clause 10.16 as is necessary in order to ensure that none of the circumstances described in clauses 10.16(a)(i), (ii) or (iii) exists or continues to subsist. (c) In circumstances where the Borrower elects or is required as a result of any provision of this Agreement to procure that any of its Subsidiaries become Guarantors, such Subsidiaries shall become Guarantors by delivering to the Agent a Deed of Guarantor Accession duly executed by such Subsidiary and the Borrower. (d) The Borrower shall procure that, at the same time as a Deed of Guarantor Accession is delivered to the Agent, there is delivered to the Agent all the documents and evidence listed in part B of schedule 8, in respect of the relevant Subsidiary, in each case in form and substance satisfactory to the Agent, acting reasonably. (e) Delivery of a Deed of Guarantor Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (f) inclusive, 11.1(i), 11.1(j), 11.1(l), 11.1(m), 11.2(c) and 11.2(d) are correct as if made by it with reference to the facts and circumstances then existing. (f) Each Acceding Guarantor, before entering into a Deed of Guarantor Accession, shall comply with all relevant legislation in its Relevant Jurisdiction(s), to the satisfaction of the Agent, to ensure that its giving of, and performance under, the Guarantee is in compliance with all relevant provisions of such legislation and to ensure that its giving of, and performance under, the Guarantee is legal, valid and binding on such Acceding Guarantor. (g) Each Finance Party irrevocably authorises the Agent to countersign each Deed of Guarantor Accession on its behalf without any further consent of, or consultation with, any of the Finance Parties. (h) Each of the other Obligors irrevocably authorises the Borrower to countersign each Deed of Guarantor Accession on its behalf without any further consent of or consultation with, any of the other Obligors.