PARAGRAPHS
(C) AND (D) OF CLAUSE 22.11 (FINANCIAL STATEMENTS) WHICH ARE TO BE MADE ON THE
DATE OF THIS AGREEMENT, THE CLOSING DATE AND THE DATE OF DELIVERY OF EACH SET OF
FINANCIAL STATEMENTS (IN RELATION TO THE FINANCIAL STATEMENTS THEN DELIVERED).
(B)
THE REPEATING REPRESENTATIONS ARE
REPEATED BY THE COMPANY AND EACH OBLIGOR TO EACH FINANCE PARTY ON THE DATE OF
EACH UTILISATION REQUEST AND ON THE FIRST DAY OF EACH INTEREST PERIOD PROVIDED
THAT THE REPEATED REPRESENTATIONS SHALL NOT INCLUDE THOSE IN RESPECT OF WHICH
THE CORRESPONDING EVENTS OF DEFAULT ARE NOT APPLICABLE PURSUANT TO CLAUSE 26.19
(CERTAIN FUNDS PERIOD).
(C)
ALL THE REPEATING REPRESENTATIONS ARE
MADE BY EACH ADDITIONAL OBLIGOR IN RELATION TO ITSELF TO EACH FINANCE PARTY ON
THE DAY ON WHICH IT BECOMES AN ADDITIONAL OBLIGOR.
(D)
EACH REPRESENTATION OR WARRANTY TO BE
MADE AFTER THE DATE OF THIS AGREEMENT SHALL BE MADE BY REFERENCE TO THE FACTS
AND CIRCUMSTANCES EXISTING AT THE DATE THE REPRESENTATION OR WARRANTY IS MADE
UNLESS EXPRESSLY STATED TO BE MADE AS AT ANOTHER DATE IN WHICH CASE THE RELEVANT
REPRESENTATION AND WARRANTY SHALL BE MADE BY REFERENCE TO THE FACTS AND
CIRCUMSTANCES EXISTING AS AT THAT DATE.
23.
INFORMATION UNDERTAKINGS
The undertakings in this Clause 23 remain in force from the date of this
Agreement for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.
In this Clause 23:
81
"Annual Financial Statement" means a financial statement for a financial year
delivered pursuant to paragraph (a) of Clause 23.1 (Financial statements).
"Financial Quarter" has the meaning given to that term in Clause 24.1 (Financial
definitions).
23.1
FINANCIAL STATEMENTS
The Company shall supply to the Facility Agent:
(A)
AS SOON AS THEY ARE AVAILABLE, BUT IN
ANY EVENT WITHIN 120 DAYS AFTER THE END OF EACH OF ITS FINANCIAL YEARS (I) THE
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE GROUP FOR THAT FINANCIAL YEAR;
AND (II) THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT REPORT OF EACH OBLIGOR
FOR THAT FINANCIAL YEAR, AUDITED, IF THAT OBLIGOR IS REQUIRED BY LAW TO PREPARE
OR OTHERWISE PREPARES AUDITED FINANCIAL STATEMENTS.
(B)
AS SOON AS THEY ARE AVAILABLE, BUT IN
ANY EVENT WITHIN 60 DAYS AFTER THE END OF EACH FINANCIAL QUARTER, THE UN-AUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE GROUP PREPARED IN ACCORDANCE WITH THE
ACCOUNTING PRINCIPLES FOR THAT FINANCIAL QUARTER ("QUARTERLY FINANCIAL
STATEMENTS"), INCLUDING IN EACH CASE PROFIT AND LOSS ACCOUNTS, BALANCE SHEET AND
CASH FLOW STATEMENTS AND A MANAGEMENT COMMENTARY THEREON FROM THE CHIEF
FINANCIAL OFFICER.
23.2
COMPLIANCE CERTIFICATE
(A)
THE COMPANY SHALL SUPPLY A COMPLIANCE
CERTIFICATE TO THE FACILITY AGENT WITH EACH SET OF ITS AUDITED CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS AND EACH SET OF ITS UN-AUDITED CONSOLIDATED
SEMI-ANNUAL FINANCIAL STATEMENTS.
(B)
EACH COMPLIANCE CERTIFICATE SHALL:
(I)
SET OUT (IN REASONABLE DETAIL) COMPUTATIONS AS TO
COMPLIANCE WITH CLAUSE 24 (FINANCIAL COVENANTS) AND THE MARGIN COMPUTATIONS SET
OUT IN THE DEFINITION "MARGIN" AND CLAUSE 12.3 (MARGIN RATCHET); AND
(II)
CONFIRM THAT NO DEFAULT HAS