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, COULD REASONABLY BE EXPECTED 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.
22.9
ROLE OF THE ADMINISTRATIVE AGENT AND US PAYING AGENT
Notwithstanding the rights of the Administrative Agent and the US Paying Agent
to receive or request certain documentation and other information as set out in
this Clause 22 (Financial Information), the other Finance Parties hereby
expressly acknowledge and agree that the Administrative Agent and the US Paying
Agent (a) are under no obligation to ensure that any such documentation or other
information is made available to all or any of them, (b) may (in its sole
discretion) determine whether or not to exercise any of its rights as set out in
this Clause 22 (Financial Information) and (c) shall have no liability
whatsoever to any other Finance Party for the failure to exercise, or any delay
in exercising, any of its rights set out in this Clause 22 (Financial
Information).
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; AND
(IV)
ALL PERMITTED JOINT VENTURE PROCEEDS RECEIVED
FOR SUCH PERIOD;
(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 CLAUSE 12.4 (REPAYMENT FROM EXCESS CASHFLOW) 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;
109
(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)