AMENDMENTS AS MAY BE NECESSARY TO REFLECT CHANGES MADE TO THE GROUP'S PUBLIC
FINANCIAL INFORMATION;
(C)
PROJECTED CAPITAL EXPENDITURE TO BE INCLUDED FOR EACH FINANCIAL
QUARTER OF SUCH FINANCIAL YEAR ON A CONSOLIDATED BASIS FOR THE BANK GROUP; AND
(D)
PROJECTED RATIOS IN RESPECT OF EACH OF THE FINANCIAL COVENANTS SET
OUT IN CLAUSE 23.2 (RATIOS) FOR EACH FINANCIAL QUARTER IN SUCH FINANCIAL YEAR.
At the same time as the Company delivers its annual operating budget, it shall
notify the Facility Agent to the extent any member of the Bank Group has in the
preceding financial year of the Company disposed of any material assets with a
value in excess of £25 million in exchange for assets of a similar comparable
value which are not located in the United Kingdom, Luxembourg, Isle of Man,
Republic of Ireland or the Channel Islands.
22.4
OTHER INFORMATION
The Company shall and shall procure that each of the Obligors shall from time to
time on the request of the Facility Agent:
(A)
PROVIDE THE FACILITY AGENT WITH SUCH INFORMATION ABOUT THE BUSINESS
AND FINANCIAL CONDITION OF THE BANK GROUP OR ANY MEMBER OF THE BANK GROUP
(INCLUDING SUCH MEMBER'S BUSINESS) AS THE FACILITY AGENT MAY REASONABLY REQUIRE,
PROVIDED THAT THE COMPANY SHALL NOT BE UNDER ANY OBLIGATION TO PROVIDE, OR
PROCURE THE PROVIDING OF, ANY INFORMATION THE SUPPLY OF WHICH WOULD BE CONTRARY
TO ANY CONFIDENTIALITY OBLIGATION BINDING ON ANY MEMBER OF THE BANK GROUP OR
WHERE THE SUPPLY OF SUCH INFORMATION COULD PREJUDICE THE RETENTION OF LEGAL
PRIVILEGE IN SUCH INFORMATION AND PROVIDED FURTHER THAT NO OBLIGOR SHALL (AND
THE COMPANY SHALL PROCURE THAT NO MEMBER OF THE BANK GROUP SHALL) BE ABLE TO
DENY THE FACILITY AGENT ANY SUCH INFORMATION BY REASON OF IT HAVING ENTERED INTO
A CONFIDENTIALITY UNDERTAKING WHICH WOULD PREVENT IT FROM DISCLOSING, OR BE ABLE
TO CLAIM ANY LEGAL PRIVILEGE IN RESPECT OF, ANY FINANCIAL INFORMATION RELATING
TO ITSELF OR THE GROUP; AND
115
(B)
PROVIDE ALL THEN EXISTING INFORMATION ABOUT THE BUSINESS AND
FINANCIAL CONDITION OF THE BANK GROUP OR ANY MEMBER OF THE BANK GROUP (INCLUDING
SUCH MEMBER'S BUSINESS) AS STANDARD & POOR'S OR MOODY'S MAY REASONABLY REQUIRE
AND EXTEND ALL REASONABLE CO-OPERATION FOR THE PURPOSE OF DETERMINING OR
ASSESSING THE CREDIT RATINGS (IF ANY) ASSIGNED TO THE FACILITIES, ANY HIGH YIELD
NOTES OR ANY SENIOR SECURED NOTES, AND THE COMPANY SHALL USE ALL REASONABLE
EFFORTS TO MEET WITH REPRESENTATIVES OF STANDARD & POOR'S AND MOODY'S NO LESS
FREQUENTLY THAN ONCE IN EACH CALENDAR YEAR.
22.5
COMPLIANCE CERTIFICATES
The Company shall ensure that each set of financial information delivered by it
pursuant to paragraphs (a), (b)(ii) and (b)(iii) of Clause 22.1 (Financial
Statements) is accompanied by a Compliance Certificate signed by two of its
authorised signatories (at least one of whom shall be a Financial Officer)
which:
(A)
WHERE THE RELEVANT FINANCIAL STATEMENTS BEING DELIVERED RELATE TO A
PERIOD ENDING ON A QUARTER DATE IN RESPECT OF WHICH THE FINANCIAL COVENANTS ARE
REQUIRED TO BE