60 DAYS
AFTER RECEIPT THEREOF.
22.8
NOTIFICATIONS
The Company shall furnish or procure that there shall be furnished to the
Facility Agent in sufficient copies for each of the Lenders:
(A)
AS SOON AS REASONABLY PRACTICABLE, DOCUMENTS REQUIRED TO BE
DESPATCHED BY THE ULTIMATE PARENT TO ITS SHAREHOLDERS GENERALLY (OR ANY CLASS OF
THEM) IN THEIR CAPACITY AS SUCH AND ALL DOCUMENTS RELATING TO THE FINANCIAL
OBLIGATIONS OF ANY OBLIGOR DESPATCHED BY OR ON BEHALF OF ANY OBLIGOR TO ITS
CREDITORS GENERALLY (IN THEIR CAPACITY AS CREDITORS) IT BEING AGREED THAT TO THE
EXTENT SUCH INFORMATION IS FILED WITH THE SEC, SUCH FILING WILL SATISFY THE
COMPANY'S OBLIGATIONS WITH REGARD TO THE PROVISION OF SUCH INFORMATION;
(B)
AS SOON AS REASONABLY PRACTICABLE AFTER THE SAME ARE INSTITUTED OR,
TO ITS KNOWLEDGE, THREATENED, DETAILS OF ANY LITIGATION, ARBITRATION OR
ADMINISTRATIVE PROCEEDINGS INVOLVING ANY MEMBER OF THE BANK GROUP WHICH, IS
REASONABLY LIKELY TO BE ADVERSELY DETERMINED AND IF ADVERSELY DETERMINED, HAS OR
IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
WRITTEN DETAILS OF ANY DEFAULT PROMPTLY UPON BECOMING AWARE OF THE
SAME, AND OF ALL REMEDIAL STEPS BEING TAKEN AND PROPOSED TO BE TAKEN IN RESPECT
OF THAT DEFAULT.
23.
FINANCIAL CONDITION
23.1
FINANCIAL DEFINITIONS
In this Agreement the following terms have the following meanings:
"Bank Group Cash Flow" means, in respect of any period, Consolidated Operating
Cashflow for that period (excluding for this purpose all Permitted Joint Venture
Proceeds for such period and/or Permitted Joint Venture Net Operating Cash Flow
for such period included in Consolidated Operating Cashflow pursuant to
paragraph (d) of the definition thereof) after:
(A)
ADDING BACK:
(I)
ANY DECREASE IN THE AMOUNT OF WORKING CAPITAL AT THE END OF SUCH
PERIOD COMPARED AGAINST THE WORKING CAPITAL AT THE START OF SUCH PERIOD;
(II)
ALL CASH EXTRAORDINARY OR NON-RECURRING GAINS DURING THAT PERIOD TO
THE EXTENT NOT INCLUDED IN CONSOLIDATED OPERATING CASHFLOW;
(III)
ANY AMOUNT RECEIVED IN CASH IN THAT PERIOD BY MEMBERS OF THE BANK
GROUP IN RESPECT OF INCOME AND RELATED TAXES;
(IV)
ALL PERMITTED JOINT VENTURE PROCEEDS RECEIVED FOR SUCH PERIOD; AND
(V)
ALL PROCEEDS FROM DISPOSALS OF ASSETS PURCHASED UP TO 90 DAYS
PREVIOUSLY PURSUANT TO SALE AND LEASEBACK TRANSACTIONS OTHERWISE PERMITTED UNDER
THIS AGREEMENT;
(B)
DEDUCTING:
(I)
THE ACTUAL CAPITAL EXPENDITURE OF MEMBERS OF THE BANK GROUP DURING
SUCH PERIOD AND IN CALCULATING BANK GROUP CASH FLOW FOR THE PURPOSES OF
119
CLAUSE 12.4 (REPAYMENT FROM EXCESS CASH FLOW) ONLY, THE AGGREGATE OF THE
CONSIDERATION PAID FOR OR COST OF ANY PERMITTED ACQUISITIONS AND THE AMOUNT OF
ANY INVESTMENTS IN JOINT VENTURES MADE IN THE PERIOD BY THE MEMBER OF THE BANK
GROUP TO THE EXTENT INCLUDED IN CONSOLIDATED OPERATING CASHFLOW;
(II)
ANY INCREASE IN THE AMOUNT OF WORKING CAPITAL AT THE END OF SUCH
PERIOD COMPARED AGAINST THE WORKING CAPITAL AT THE START OF THAT PERIOD;
(III)
ANY AMOUNT PAID IN CASH IN THAT PERIOD BY ANY MEMBER OF THE BANK
GROUP IN RESPECT OF INCOME AND