OR ELEMENT USED IN THE CALCULATION OPF ANY FINANCIAL COVENANT, THEN THE PARENT
MUST NOTIFY THE AGENT (OR IF THE CHANGES ARE IDENTIFIED BY THE AGENT, THE AGENT
MUST NOTIFY THE PARENT) OF THE OCCURRENCE OF SUCH CHANGES IN US GAAP AND
ACCOUNTING TREATMENTS (AS SOON AS THE RELEVANT PARTY BECOMES AWARE OF ANY SUCH
CHANGES, SUCH NOTIFICATION BEING THE NOTIFICATION DATE) AND THEN THE PARENT AND
THE AGENT (ACTING ON THE INSTRUCTIONS OF THE MAJORITY LENDERS) WILL ENTER INTO
DISCUSSIONS TO AGREE APPROPRIATE VARIATIONS TO THE TERMS OF THE FINANCIAL
COVENANTS OR ANY DEFINITION OR ELEMENT USED IN THE CALCULATION OF ANY FINANCIAL
COVENANT (BEING THE RELEVANT COVENANTS AND DEFINITIONS) SO THAT THEIR ORIGINAL
EFFECT AND INTENT MAY BE MAINTAINED.
(D)
IF THE PARTIES FAIL TO AGREE ON THE APPROPRIATE VARIATIONS TO THE
RELEVANT COVENANTS AND DEFINITIONS WITHIN 30 DAYS (OR SUCH LONGER PERIOD AS THE
PARENT AND THE AGENT (ACTING ON THE INSTRUCTIONS OF THE MAJORITY LENDERS) MAY
AGREE) OF THE NOTIFICATION DATE, THEN FROM THAT TIME, THE PARENT WILL PROVIDE
THE FINANCIAL REPORTS, EACH COMPLIANCE CERTIFICATE AND ALL OTHER FINANCIAL
INFORMATION REQUIRED TO BE PROVIDED UNDER THIS AGREEMENT TOGETHER WITH
RECONCILIATION STATEMENTS NECESSARY TO ENABLE THE PARENT TO DEMONSTRATE
COMPLIANCE WITH THE RELEVANT COVENANTS AND DEFINITIONS BASED ON THE US GAAP
PRIOR TO THE RELEVANT CHANGE OCCURRING AND THERE SHALL BE NO DEFAULT OR EVENT OF
DEFAULT UNDER THIS AGREEMENT IN RESPECT OF THE RELEVANT COVENANTS AND
DEFINITIONS SO LONG AS THE PARENT DEMONSTRATES COMPLIANCE WITH THE RELEVANT
COVENANTS AND DEFINITIONS BASED ON THE US GAAP PRIOR TO THE CHANGE OCCURRING,
NOTWITHSTANDING THAT THE PARENT MAY NOT BE ABLE TO DEMONSTRATE SUCH COMPLIANCE
BASED ON THE CHANGED US GAAP.
24.
GENERAL UNDERTAKINGS
The undertakings in this Clause 24 (General Undertakings) remain in force from
the Facility Initiation Date for so long as any amount is outstanding under the
Finance Documents or any Commitment is in force.
24.1
AUTHORISATIONS
Eacph Obligor shall promptly:
(A)
OBTAIN, COMPLY WITH AND DO ALL THAT IS NECESSARY TO MAINTAIN IN FULL
FORCE AND EFFECT:
(I)
ANY AUTHORISATION REQUIRED TO ENABLE IT TO PERFORM ITS OBLIGATIONS UNDER
THE FINANCE DOCUMENTS TO WHICH IT IS A PARTY AND TO ENSURE THE LEGALITY,
VALIDITY, ENFORCEABILITY OR ADMISSIBILITY IN EVIDENCE IN ITS JURISDICTION OF
INCORPORATION OF ANY FINANCE DOCUMENT TO WHICH IT IS A PARTY; AND
(II)
ANY AUTHORISATION REQUIRED FOR IT TO CARRY ON ITS BUSINESS; AND
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(B)
ON REQUEST BY THE AGENT, SUPPLY CERTIFIED COPIES TO THE AGENT OF ANY
AUTHORISATION REFERRED TO IN SUB PARAGRAPH (A)(I).
24.2
COMPLIANCE WITH LAWS AND PAYMENT OF TAXES
(A)
EACH GROUP MEMBER SHALL COMPLY IN ALL RESPECTS WITH ALL LAWS (INCLUDING
ENVIRONMENTAL HEALTH AND SAFETY LAWS AND ENVIRONMENTAL APPROVALS) TO WHICH IT IS
SUBJECT, AND ENSURE THAT EACH OF ITS SUBSIDIARIES ALSO COMPLIES, IF FAILURE SO
TO COMPLY WOULD HAVE OR WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT, EXCEPT FOR ANTI-CORRUPTION LAWS AND SANCTIONS, WHERE COMPLIANCE IS
REQUIRED IN ALL MATERIAL RESPECTS.