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
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(II)
CONFIRM THAT NO DEFAULT HAS OCCURRED AND IS CONTINUING
OR, IF A DEFAULT HAS OCCURRED, WHAT DEFAULT HAS OCCURRED AND THE STEPS BEING
TAKEN TO REMEDY THAT DEFAULT.
(C)
EACH COMPLIANCE CERTIFICATE SHALL BE
SIGNED BY A DIRECTOR OF THE COMPANY AND, WHEN REQUIRED TO BE DELIVERED WITH THE
CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF THE COMPANY, SHALL BE ACCOMPANIED BY
CONFIRMATION THEREOF (TOGETHER WITH A CUSTOMARY ENGAGEMENT LETTER PROVIDING FOR
RELIANCE BY THE LENDERS) FROM THE COMPANY'S AUDITORS IN FORM SATISFACTORY TO THE
FACILITY AGENT (ACTING REASONABLY).
23.3
REQUIREMENTS AS TO FINANCIAL STATEMENTS
(A)
EACH SET OF FINANCIAL STATEMENTS
DELIVERED PURSUANT TO CLAUSE 23.1 (FINANCIAL STATEMENTS):
(I)
SHALL BE CERTIFIED BY A DIRECTOR OF THE RELEVANT
COMPANY AS GIVING A TRUE AND FAIR VIEW (IN THE CASE OF ANNUAL FINANCIAL
STATEMENTS) OR FAIRLY REPRESENTING (IN OTHER CASES) ITS, OR AS THE CASE MAY BE,
ITS CONSOLIDATED FINANCIAL CONDITION AND OPERATIONS AS AT THE DATE AS AT WHICH
THOSE FINANCIAL STATEMENTS WERE DRAWN UP AND SHALL BE PREPARED USING THE
ACCOUNTING PRINCIPLES, ACCOUNTING PRACTICES AND FINANCIAL REFERENCE PERIODS
CONSISTENT WITH THOSE APPLIED, IN THE PREPARATION OF THE BUSINESS PLAN, UNLESS,
IN RELATION TO ANY SET OF FINANCIAL STATEMENTS, THE COMPANY NOTIFIES THE
FACILITY AGENT THAT THERE HAS BEEN A CHANGE IN THE ACCOUNTING PRINCIPLES, THE
ACCOUNTING PRACTICES OR REFERENCE PERIODS AND ITS AUDITORS (OR, IF APPROPRIATE,
THE AUDITORS OF THE OBLIGOR OR THE COMPANY) DELIVER TO THE FACILITY AGENT:
(A)
A DESCRIPTION OF ANY CHANGE NECESSARY FOR THOSE FINANCIAL
STATEMENTS TO REFLECT THE ACCOUNTING PRINCIPLES, ACCOUNTING PRACTICES AND
REFERENCE PERIODS UPON WHICH THE BUSINESS PLAN OR, AS THE CASE MAY BE, THAT
OBLIGOR'S ORIGINAL FINANCIAL STATEMENTS WERE PREPARED; AND
(B)
SUFFICIENT INFORMATION, IN FORM AND SUBSTANCE AS MAY BE
REASONABLY REQUIRED BY THE FACILITY AGENT, TO ENABLE THE LENDERS TO DETERMINE
WHETHER CLAUSE 24 (FINANCIAL COVENANTS) AND CLAUSE 25.23 (GUARANTORS) HAVE BEEN
COMPLIED WITH, TO DETERMINE THE MARGIN AS SET OUT IN THE DEFINITION OF "MARGIN"
AND CLAUSE 12.3 (MARGIN RATCHET), TO DETERMINE WHETHER A PERSON IS A MATERIAL
COMPANY AS SET OUT IN THE DEFINITION OF "MATERIAL COMPANY" AND TO MAKE AN
ACCURATE COMPARISON BETWEEN THE FINANCIAL POSITION INDICATED IN THOSE FINANCIAL
STATEMENTS AND THE BUSINESS PLAN (IN THE CASE OF THE COMPANY) OR THAT OBLIGOR'S
ORIGINAL FINANCIAL STATEMENTS (IN THE CASE OF AN OBLIGOR).
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(B)
IF THE COMPANY NOTIFIES THE FACILITY
AGENT OF A CHANGE IN ACCORDANCE WITH SUB-PARAGRAPH (I) ABOVE THEN THE COMPANY
AND FACILITY AGENT SHALL ENTER INTO NEGOTIATIONS IN GOOD FAITH WITH A VIEW TO
AGREEING:
(I)
WHETHER OR NOT