with the financial covenants set out in
Clause 23.2 (Ratios), the calculation of such ratios shall be made on a pro
forma basis giving effect to all material acquisitions and disposals made by the
Bank Group during the relevant period of calculation based on historical
financial results of the items being acquired or disposed of.
24.
POSITIVE UNDERTAKINGS
24.1
APPLICATION OF ADVANCES
The Parent shall each ensure that the proceeds of each Advance made under this
Agreement are applied exclusively for the applicable purposes specified in
Clause 2.3 (Purpose).
24.2
FINANCIAL ASSISTANCE AND FRAUDULENT CONVEYANCE
The Parent and each Obligor shall (and the Company shall procure that each
member of the Bank Group shall) ensure that its execution of the Finance
Documents to which it is a party and the performance of its obligations
thereunder does not contravene any applicable local laws and regulations
concerning fraudulent conveyance, financial assistance by a company for the
acquisition of or subscription for its own shares or the shares of its parent or
any other company or concerning the protection of shareholders' capital.
24.3
NECESSARY AUTHORISATIONS
The Parent and each Obligor shall (and the Company shall procure that each
member of the Bank Group shall):
(A)
OBTAIN, COMPLY WITH AND DO ALL THAT IS NECESSARY TO MAINTAIN IN
FULL FORCE AND EFFECT ALL NECESSARY AUTHORISATIONS, EXCEPT WHERE A FAILURE TO DO
SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(B)
PROMPTLY UPON REQUEST OF THE FACILITY AGENT, SUPPLY CERTIFIED
COPIES TO THE FACILITY AGENT OF ANY SUCH NECESSARY AUTHORISATIONS SO REQUESTED.
24.4
COMPLIANCE WITH APPLICABLE LAWS
The Parent and each Obligor shall (and the Company shall procure that each
member of the Bank Group shall) comply with all applicable laws to which it is
subject in respect of the conduct of its business and the ownership of its
assets (including, without limitation, all
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Statutory Requirements), in each case, where a failure so to comply could
reasonably be expected to have a Material Adverse Effect.
24.5
INSURANCE
(A)
EACH OBLIGOR SHALL (AND THE COMPANY SHALL PROCURE THAT EACH MEMBER
OF THE BANK GROUP SHALL) EFFECT AND MAINTAIN INSURANCES ON AND IN RELATION TO
ITS BUSINESS AND ASSETS AGAINST SUCH RISKS AND TO SUCH EXTENT AS IS NECESSARY OR
USUAL FOR PRUDENT COMPANIES CARRYING ON A BUSINESS SUCH AS THAT CARRIED ON BY
SUCH OBLIGOR OR MEMBER OF THE BANK GROUP WITH EITHER A CAPTIVE INSURANCE COMPANY
OR A REPUTABLE UNDERWRITER OR INSURANCE COMPANY EXCEPT TO THE EXTENT DISCLOSED
IN THE GROUP'S PUBLIC DISCLOSURE DOCUMENTS OR TO THE EXTENT THAT THE FAILURE TO
SO INSURE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE COMPANY SHALL (UPON THE REASONABLE REQUEST OF THE FACILITY
AGENT) SUPPLY THE FACILITY AGENT WITH COPIES OF ALL SUCH INSURANCE POLICIES OR
CERTIFICATES OF INSURANCE IN RESPECT THEREOF OR (IN THE ABSENCE OF THE SAME)
SUCH OTHER EVIDENCE OF THE EXISTENCE OF SUCH POLICIES AS MAY BE REASONABLY
ACCEPTABLE TO THE