no Obligor shall be required to provide any information where,
having regard to the relevance of that information to the achievement of
Successful Syndication, it would be unreasonable to do so.
(B)
WITHOUT PREJUDICE TO THE PROVISIONS OF
PARAGRAPH (A), NO OBLIGOR SHALL BE REQUIRED TO TAKE ANY ACTION OR TO DELIVER ANY
INFORMATION THAT WOULD CONFLICT WITH ANY APPLICABLE LAW TO WHICH IT IS BOUND OR
OTHER APPLICABLE REGULATION INCLUDING THE TAKEOVER CODE, US FEDERAL SECURITIES
LAWS, THE LAWS OF DELAWARE, OR TO PROVIDE ANY DISCLOSURES THAT WOULD REQUIRE A
FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR CAUSE IT OR ANY OF
ITS SUBSIDIARIES TO BREACH ANY APPLICABLE CONFIDENTIALITY UNDERTAKING TO WHICH
IT IS BOUND OR WHICH MIGHT PREJUDICE ITS ENTITLEMENT TO OR RETENTION OF LEGAL
PRIVILEGE IN ANY DOCUMENT.
IN THE EVENT THAT THE MANDATED LEAD ARRANGERS
REQUEST ANY INFORMATION TO BE DISCLOSED OR ACTION TO BE TAKEN WHICH IS SUBJECT
TO A CONFIDENTIALITY UNDERTAKING, THE PARENT OR THE RELEVANT OBLIGOR AS THE CASE
MAY BE, SHALL USE ITS REASONABLE ENDEAVOURS TO OBTAIN THE CONSENT OF THE
RELEVANT BENEFICIARY OF SUCH CONFIDENTIALITY UNDERTAKING TO SUCH ACTION IN ORDER
TO ALLOW SUCH DISCLOSURE OR ACTION TO BE TAKEN.
24.19
ASSETS
Each Obligor shall (and the Company shall procure that each member of the Bank
Group shall) maintain and preserve all of its assets that are necessary in the
conduct of its business as it is conducted from time to time, in good working
order and condition subject to ordinary wear and tear where any failure to do so
could be reasonably expected to have a Material Adverse Effect.
24.20
ERISA
(A)
AS SOON AS POSSIBLE AND, IN ANY EVENT,
WITHIN 20 DAYS AFTER A BORROWER OR ANY OBLIGOR KNOWS OR HAS REASON TO KNOW OF
THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN PARAGRAPH (B) OF THIS CLAUSE
24.20, SUCH BORROWER OR SUCH OBLIGOR WILL DELIVER TO THE FACILITY AGENT IN
SUFFICIENT COPIES FOR EACH LENDER A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF SUCH BORROWER OR SUCH OBLIGOR SETTING OUT FULL DETAILS AS TO SUCH OCCURRENCE
AND THE ACTION, IF ANY, THAT THE RELEVANT MEMBER OF THE GROUP OR ERISA AFFILIATE
IS REQUIRED OR PROPOSES TO TAKE, TOGETHER WITH ANY NOTICES REQUIRED OR PROPOSED
TO BE GIVEN OR FILED BY SUCH MEMBER OF THE GROUP, THE PLAN ADMINISTRATOR OR SUCH
ERISA AFFILIATE TO OR WITH ANY GOVERNMENT AGENCY, OR A PLAN PARTICIPANT AND ANY
NOTICES RECEIVED BY SUCH MEMBER OF THE GROUP OR ERISA AFFILIATE FROM ANY
GOVERNMENT AGENCY, OR A PLAN PARTICIPANT WITH RESPECT TO IT.
(B)
THE EVENTS REFERRED TO IN PARAGRAPH (A) OF
THIS CLAUSE 24.20 ARE:
(I)
ANY CONTRIBUTION REQUIRED TO BE MADE WITH
RESPECT TO A PLAN OR FOREIGN PENSION PLAN IS NOT MADE BEFORE OR WITHIN 30 DAYS
FOLLOWING THE TIME LIMIT THEREFOR;
(II)
ANY MEMBER OF THE GROUP OR ANY ERISA
AFFILIATE INCURS OR IS REASONABLY EXPECTED TO INCUR ANY MATERIAL LIABILITY WITH
RESPECT TO A PLAN UNDER