be construed
as a reference to those financial statements as adjusted to reflect the basis
upon which the Original Financial Statements were prepared.
(C)
THE PARENT SHALL PROCURE THAT EACH SET
OF ANNUAL FINANCIAL STATEMENTS DELIVERED PURSUANT TO PARAGRAPH (A) OF CLAUSE
23.1 (FINANCIAL STATEMENTS) SHALL BE AUDITED BY AN INTERNATIONALLY RECOGNISED
FIRM OF INDEPENDENT AUDITORS (WHICH SHALL, FOR THE PURPOSES OF THIS AGREEMENT,
INCLUDE RSM ROBSON RHODES) LICENSED TO PRACTICE IN THE JURISDICTION OF
INCORPORATION OF THE RELEVANT MEMBER OF THE GROUP.
23.4
GROUP COMPANIES
The Parent shall, at the request of the Facility Agent, supply to the Facility
Agent a report stating which of its Subsidiaries are Material Companies.
23.5
YEAR-END
With the exception of the proposed change of its year-end (and that of any
applicable member of the Group) to accord with the year-end of Iron Mountain
Inc, the Parent must not change its financial year-end without the prior written
consent of the Facility Agent.
66
23.6
INFORMATION: MISCELLANEOUS
The Parent shall supply to the Facility Agent (in sufficient copies for all the
Lenders, if the Facility Agent so requests):
(A)
ALL DOCUMENTS DISPATCHED BY THE PARENT
TO ITS SHAREHOLDERS (OR ANY CLASS OF THEM) OR DISPATCHED BY THE PARENT OR ANY
OBLIGOR TO ITS CREDITORS GENERALLY AT THE SAME TIME AS THEY ARE DISPATCHED;
(B)
PROMPTLY UPON BECOMING AWARE OF THEM,
THE DETAILS OF ANY LITIGATION, ARBITRATION OR ADMINISTRATIVE PROCEEDINGS WHICH
ARE CURRENT, THREATENED OR PENDING AGAINST ANY MEMBER OF THE GROUP, AND WHICH
COULD REASONABLY BE EXPECTED, IF ADVERSELY DETERMINED, TO HAVE A MATERIAL
ADVERSE EFFECT.
(C)
PROMPTLY, SUCH INFORMATION OR
PROJECTIONS REGARDING THE FINANCIAL CONDITION, BUSINESS, OPERATIONS, OF ANY
MEMBER OF THE GROUP AS ANY FINANCE PARTY (THROUGH THE FACILITY AGENT) MAY
REASONABLY REQUEST;
23.7
NOTIFICATION OF DEFAULT
(A)
EACH OBLIGOR SHALL NOTIFY THE FACILITY
AGENT OF ANY DEFAULT (AND THE STEPS, IF ANY, BEING TAKEN TO REMEDY IT) PROMPTLY
UPON BECOMING AWARE OF ITS OCCURRENCE (UNLESS THAT OBLIGOR IS AWARE THAT A
NOTIFICATION HAS ALREADY BEEN PROVIDED BY ANOTHER OBLIGOR).
(B)
PROMPTLY UPON A REQUEST BY THE FACILITY
AGENT (ACTING REASONABLY), THE PARENT SHALL SUPPLY TO THE FACILITY AGENT A
CERTIFICATE SIGNED BY THE FINANCE DIRECTOR AND ANY OTHER DIRECTOR OF THE PARENT
ON ITS BEHALF CERTIFYING THAT NO DEFAULT IS CONTINUING (OR IF A DEFAULT IS
CONTINUING, SPECIFYING THE DEFAULT AND THE STEPS, IF ANY, BEING TAKEN TO REMEDY
IT).
23.8
"KNOW YOUR CUSTOMER" CHECKS
(A)
IF:
(I)
THE INTRODUCTION OF OR ANY CHANGE IN (OR IN THE
INTERPRETATION, ADMINISTRATION OR APPLICATION OF) ANY LAW OR REGULATION MADE
AFTER THE DATE OF THIS AGREEMENT;
(II)
ANY CHANGE IN THE STATUS OF AN OBLIGOR OR THE
COMPOSITION OF THE SHAREHOLDERS OF AN OBLIGOR AFTER THE DATE OF THIS AGREEMENT;
OR
(III)
A PROPOSED ASSIGNMENT OR TRANSFER BY A LENDER OF ANY OF
ITS RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT TO A PARTY THAT IS NOT A
LENDER PRIOR TO SUCH ASSIGNMENT OR TRANSFER,
obliges the Facility Agent or any Lender (or, in