Guarantor Coverage Material Subsidiary definition
Guarantor Coverage Material Subsidiary means the ▇▇▇▇▇ Borrower, (following the Acquisition) the Company and, at any time, each Non-U.S. Restricted Subsidiary that has earnings before interest, tax, depreciation and amortization (calculated (I) on an unconsolidated basis, (II) by excluding goodwill, intra-Group items and investments in Subsidiaries (in each case to the extent applicable) and (III) otherwise on the same basis as Consolidated EBITDA) representing 5% or more of Consolidated EBITDA of Bidco and its Restricted Subsidiaries, provided that: