THAT THEY
HAVE BEEN RECEIVED BY AN OBLIGOR AS DISTRIBUTIONS THAT HAVE BEEN
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ACCOUNTED FOR AS CASH OR CASH EQUIVALENTS IN THE RELEVANT ACCOUNTING PERIOD; AND
(B)
CASH FLOWS GENERATED FROM ASSETS SUBJECT TO A SECURITY
SECURING LIMITED
RECOURSE F@_*INANCIAL INDEBTEDNESS, EXCEPT IF AND TO THE EXTENT THAT THEY HAVE
BEEN RECEIVED BY AN OBLIGOR AS DISTRIBUTIONS THAT HAVE BEEN ACCOUNTED FOR AS
CASH OR CASH EQUIVALENTS IN THE RELEVANT ACCOUNTING PERIOD.
(C)
WITHOUT LIMITING THE PARENT'S OBLIGATIONS UNDER CLAUSE 24.16(A), UPON A
PROJECT COMPANY CEASING TO HAVE ANY LIMITED RECOURSE FINANCIAL INDEBTEDNESS IT
WILL CEASE TO BE A PROJECT COMPANY AND WILL BE TAKEN INTO ACCOUNT FOR THE
PURPOSES OF CALCULATING COMPLIANCE WITH CLAUSE 24.16(A). IF THE RELEVANT ENTITY
IS REQUIRED TO BE A GUARANTOR TO COMPLY WITH CLAUSE 24.16(A), THE PARENT MUST
PROCURE THAT IT BECOMES A GUARANTOR (AND WHERE IT IS INCORPORATED IN AUSTRALIA
OR THE UNITED STATES OF AMERICA (OR ANY STATE OR COMMONWEALTH THEREOF, INCLUDING
THE DISTRICT OF COLUMBIA), A MEMBER OF THE OBLIGOR GROUP) WITHIN 3 MONTHS OF IT
CEASING TO BE A PROJECT COMPANY.
(D)
IF REQUIRED IN ORDER TO ENSURE COMPLIANCE WITH CLAUSE 24.16(A) THE PARENT
MUST ENSURE THAT A SUBSIDIARY (OTHER THAN AN EXCLUDED SUBSIDIARY) BECOMES PARTY
TO THIS AGREEMENT (AND THE SECURITY TRUST DEED AND RELEVANT TRANSACTION SECURITY
DOCUMENTS) AS A GUARANTOR BY COMPLYING WITH CLAUSE 27 (CHANGES TO OBLIGORS)
WITHIN 30 DAYS OF DELIVERY OF A COMPLIANCE CERTIFICATE OR OTHERWISE BECOMING
AWARE THAT THE TESTS IN PARAGRAPH (A) MAY NOT BE MET.
24.17
ENVIRONMENTAL MATTERS
(A)
EACH GROUP MEMBER SHALL:
(I)
OBTAIN, MAINTAIN AND ENSURE MATERIAL COMPLIANCE WITH ALL ENVIRONMENTAL
APPROVALS; AND
(II)
IMPLEMENT AND MAINTAIN PROCEDURES AND MANAGEMENT SYSTEMS WHICH ARE
ADEQUATE TO ENSURE AND MONITOR ITS COMPLIANCE WITH ENVIRONMENTAL HEALTH AND
SAFETY LAWS AND TO PREVENT ANY ENVIRONMENTAL LIABILITY.
(B)
WITHOUT LIMITING ANY OTHER REPORTING OBLIGATIONS IN THIS AGREEMENT, EACH
GROUP MEMBER SHALL, PROMPTLY UPON BECOMING AWARE, NOTIFY THE AGENT OF:
(I)
EACH WRITTEN REQUEST, NOTIFICATION, DEMAND OR OTHER COMMUNICATION
RECEIVED FROM A GOVERNMENTAL AGENCY IN CONNECTION WITH A BREACH OR POTENTIAL
BREACH OF ANY ENVIRONMENTAL HEALTH AND SAFETY LAW OR ENVIRONMENTAL APPROVAL;
(II)
ANY PROCEEDINGS THAT WOULD REASONABLY BE LIKELY TO GIVE RISE TO AN
ENVIRONMENTAL LIABILITY THAT ARE ONGOING OR COMMENCED OR, TO ITS KNOWLEDGE,
THREATENED IN WRITING; OR
(III)
ANY CIRCUMSTANCES REASONABLY LIKELY TO RESULT IN AN ENVIRONMENTAL
LIABILITY,
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IN EACH CASE (A) AND (B) ABOVE WHICH HAS, HAD OR IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT OR WOULD OTHERWISE RESULT IN ANY LIABILITY (INCLUDING
ANY ENVIRONMENTAL LIABILITY) OF A FINANCE PARTY.
(C)
WHERE A FINANCE PARTY REASONABLY SUSPECTS THAT A GROUP MEMBER IS NOT
COMPLYING IN A MATERIAL RESPECT WITH AN ENVIRONMENTAL HEALTH AND SAFETY LAW OR
ENVIRONMENTAL APPROVAL AND, AFTER CONSULTATION WITH THE GROUP MEMBER, THE
FINANCE PARTY REASONABLY CONTINUES TO SUSPECT NON-COMPLIANCE, A FINANCE PARTY
MAY (BUT SHALL HAVE NO OBLIGATION TO), AT THE COST OF THE BORROWER, APPOINT AN
ENVIRONMENTAL EXPERT (IN CONSULTATION WITH