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 ACCESS TO ANY
BOOKS, RECORDS, ACCOUNTS, DOCUMENTS, COMPUTER PROGRAMMES, DATA OR OTHER
INFORMATION OR TO TAKE COPIES THEREOF WHERE TO DO SO WOULD BREACH ANY
CONFIDENTIALITY OBLIGATION BINDING ON ANY MEMBER OF THE GROUP OR WOULD PREJUDICE
THE RETENTION OF LEGAL PRIVILEGE TO WHICH SUCH OBLIGOR OR MEMBER OF THE GROUP IS
THEN ENTITLED IN RESPECT OF SUCH BOOKS, RECORDS, ACCOUNTS, DOCUMENTS, COMPUTER
PROGRAMMES, DATA OR OTHER INFORMATION AND PROVIDED