REFER THE MATTER TO
ANY OF THE PERMITTED AUDITORS AS MAY BE AGREED BETWEEN THE ULTIMATE PARENT AND
THE FACILITY AGENT FOR DETERMINATION OF THE ADJUSTMENTS REQUIRED TO BE MADE TO
SUCH FINANCIAL INFORMATION OR THE CALCULATION OF SUCH RATIOS TO TAKE ACCOUNT OF
SUCH CHANGE, SUCH DETERMINATION TO BE BINDING ON THE PARTIES HERETO, PROVIDED
THAT PENDING SUCH DETERMINATION (BUT NOT THEREAFTER) THE ULTIMATE PARENT SHALL
CONTINUE TO PREPARE FINANCIAL INFORMATION AND CALCULATE SUCH COVENANTS IN
ACCORDANCE WITH PARAGRAPH (A) ABOVE.
17.8
NOTIFICATIONS
The Ultimate Parent 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 OR ANY SENIOR FACILITIES OBLIGOR DESPATCHED BY OR ON
BEHALF OF ANY OBLIGOR OR ANY SENIOR FACILITIES 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 ULTIMATE
PARENT'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 BRIDGE GROUP OR 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.
18.
FINANCIAL CONDITION
18.1
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:
78
(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;
(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