CLAUSE 23 (FINANCIAL CONDITION) (IF APPLICABLE)
AND THE INFORMATION FROM WHICH SUCH CALCULATIONS ARE DERIVED (INCLUDING THE
CALCULATIONS FOR THE COMPONENTS OF SUCH COVENANTS DEFINED IN CLAUSE 23.1
(FINANCIAL DEFINITIONS) ON A LINE BY LINE BASIS); AND
(III)
CONFIRMS THAT THE INFORMATION CONTAINED IN THE
ATTACHED WORKING PAPER HAS BEEN PREPARED ON THE BASIS OF THE SAME INFORMATION
AND METHODOLOGY USED TO PREPARE THE APPROPRIATE FINANCIAL INFORMATION;
(B)
IN RELATION TO A COMPLIANCE CERTIFICATE DELIVERED WITH THE BANK
GROUP'S ANNUAL FINANCIAL INFORMATION ONLY:
(I)
CONFIRMS THE BANK GROUP CONSOLIDATED
REVENUES FOR THE FINANCIAL YEAR ENDED ON THAT QUARTER DATE; AND
(II)
CONFIRMS COMPLIANCE (OR DETAILING ANY
NON-COMPLIANCE) WITH THE 80% SECURITY TEST; AND
(C)
IN THE CASE OF EACH COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO
THIS CLAUSE 22.5, CONFIRMS THE ABSENCE OF ANY DEFAULT.
in each case, as at the end of such financial year or Financial Quarter to which
such financial information relates.
22.6
ACCESS
If:
(A)
AN EVENT OF DEFAULT HAS OCCURRED, BUT ONLY WHILE SUCH EVENT OF
DEFAULT IS CONTINUING, (PROVIDED THAT WITH RESPECT TO AN EVENT OF DEFAULT
RELATING TO A BREACH OF ANY COVENANT IN CLAUSE 23 (FINANCIAL CONDITION), SUCH
EVENT OF DEFAULT SHALL BE DEEMED TO BE CONTINUING UNTIL SUCH TIME THAT THE
COMPANY HAS DELIVERED A COMPLIANCE CERTIFICATE PURSUANT TO CLAUSE 22.5
(COMPLIANCE CERTIFICATES) DEMONSTRATING THAT THE COMPANY IS IN COMPLIANCE WITH
EACH OF THE COVENANTS SET OUT IN CLAUSE 23 (FINANCIAL CONDITION)); OR
(B)
IN THE REASONABLE OPINION OF AN INSTRUCTING GROUP, A BREACH OF ANY
COVENANT IN CLAUSE 23 (FINANCIAL CONDITION) IS REASONABLY LIKELY TO OCCUR,
in each such circumstance, at the Obligors' expense (in the case of
sub-paragraph (a)) and at the Lenders' expense (in the case of
sub-paragraph (b)), but without causing
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any undue interruption to the normal business operations of such Obligor or any
member of the Bank Group:
(I)
THE FACILITY AGENT SHALL BE ENTITLED TO
CALL FOR AN INDEPENDENT AUDIT AND INVESTIGATION WHICH IS REASONABLE IN SCOPE AND
DEGREE HAVING REGARD TO THE NATURE OF THE EVENT OF DEFAULT OR SUSPECTED BREACH
(AS THE CASE MAY BE) OR THE FINANCIAL POSITION OF THE BANK GROUP; AND
(II)
THE FACILITY AGENT, ANY FINANCE PARTY, OR
REPRESENTATIVE OF THE FACILITY AGENT OR SUCH FINANCE PARTY (AN "INSPECTING
PARTY") SHALL BE ENTITLED TO HAVE ACCESS, TOGETHER WITH ITS ACCOUNTANTS OR OTHER
PROFESSIONAL ADVISERS, DURING NORMAL BUSINESS HOURS, TO INSPECT OR OBSERVE SUCH
PART OF THE GROUP BUSINESS AS IS OWNED OR OPERATED BY ANY OBLIGOR OR ANY MEMBER
OF THE BANK GROUP, AND TO HAVE ACCESS TO BOOKS, RECORDS, ACCOUNTS, DOCUMENTS,
COMPUTER PROGRAMMES, DATA OR OTHER INFORMATION IN THE POSSESSION OF OR AVAILABLE
TO SUCH OBLIGOR OR MEMBER OF THE BANK GROUP AND TO TAKE SUCH COPIES AS MAY BE
CONSIDERED APPROPRIATE BY SUCH INSPECTING PARTY, PROVIDED THAT NO OBLIGOR SHALL
(AND THE COMPANY SHALL NOT BE OBLIGED TO PROCURE THAT ANY MEMBER OF THE BANK
GROUP SHALL) BE UNDER ANY OBLIGATION TO ALLOW ANY PERSON TO HAVE