Common use of Requested Consent Clause in Contracts

Requested Consent. We are writing to you in your capacity as Agent for your consideration and, if thought fit, agreement by the Majority Lenders by the Consent Time to their approval to the following pursuant to Clause 38.1 (Required consents) of the Facility: (a) Pursuant to paragraph (a) of Clause 23.21 (Guarantor Coverage) of the Facility Agreement: “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) We request that for the duration of the Revised Test Period only the Majority Lenders: (A) waive the undertaking requiring “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” contained in paragraph (a) of Clause 23.21 (Guarantor Coverage) of the Facility Agreement; and (B) consent to such undertaking to be “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 65 per cent. of the consolidated net assets of the Group”; (ii) consent to any other paragraph of Clause 23.21 (Guarantor Coverage) of the Facility Agreement and any other consequential or related provisions in the Facility Agreement or any other Finance Document being construed and interpreted in accordance with paragraph (b)(i) above; and (iii) confirm that no Default and/or Event of Default shall exist or otherwise be deemed to be continuing under the Finance Documents by virtue of 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) not representing at least 70 per cent. of the consolidated net assets of the Group.