request regarding the financial condition and business of the Group.
(2)
IF, HAVING TAKEN THE STEPS IN CLAUSE
9.10(G)(1), THE LENDER MAY INSTRUCT THE AUDITORS (OR OTHER FIRM OF ACCOUNTANTS
SELECTED BY THE LENDER) TO CARRY OUT AN INVESTIGATION AT THE BORROWER'S EXPENSE
INTO THE AFFAIRS, THE FINANCIAL PERFORMANCE AND/OR THE ACCOUNTING AND OTHER
REPORTING PROCEDURES AND STANDARDS OF THE GROUP, AND THE BORROWER WILL PROCURE
THAT FULL CO-OPERATION IS GIVEN TO THE AUDITORS OR OTHER FIRM OF ACCOUNTANTS SO
SELECTED.
24
(H)
(OTHER INFORMATION) THE BORROWER WILL
PROMPTLY DELIVER TO THE LENDER:
(1)
DETAILS OF ANY LITIGATION, ARBITRATION,
ADMINISTRATIVE OR REGULATORY PROCEEDINGS RELATING TO IT OR ANY OF ITS
SUBSIDIARIES;
(2)
DETAILS OF ANY LABOUR OR INDUSTRIAL
RELATIONS DISPUTE AFFECTING IT OR ANY OF ITS SUBSIDIARIES;
(3)
AT THE SAME TIME AS IT IS SENT TO ITS
CREDITORS, ANY OTHER DOCUMENT OR INFORMATION SENT TO ANY CLASS OF ITS CREDITORS
GENERALLY (EXCLUDING FOR THIS PURPOSE CREDITORS WHICH ARE GROUP MEMBERS);
(4)
ANY OTHER INFORMATION RELATING TO:
(A)
THE FINANCIAL CONDITION OR OPERATION OF ANY
GROUP MEMBER;
(B)
ANY RECEIVABLES OR ANY TRANSACTION
CONTEMPLATED BY THE TRANSACTION DOCUMENTS,
WHICH THE LENDER MAY FROM TIME TO TIME REASONABLY REQUEST;
(5)
DETAILS OF ANY BREACH OF THE PROVISIONS OF
ANY TRANSACTION DOCUMENT OF WHICH IT IS AWARE;
(6)
COPIES OF ANY NOTICE GIVEN OR RECEIVED
UNDER THE TRANSACTION DOCUMENTS; AND
(7)
AN UPDATE OF THE GROUP STRUCTURE DIAGRAM IN
THE EVENT THE CURRENT GROUP STRUCTURE DIAGRAM IS NOT TRUE AND CORRECT IN ALL
RESPECTS OR IT OMITS ANY MATERIAL INFORMATION OR DETAILS.
9.11
CORPORATIONS ACT
No Group Member will:
(A)
ENTER INTO ANY ARRANGEMENT OR AGREEMENT;
(B)
APPLY ANY OF THE ADVANCES FOR A PURPOSE; OR
(C)
DO OR OMIT TO DO ANYTHING,
which could breach or directly or indirectly result in a breach of the
Corporations Act (including Chapter 2E or 2J.3 of the Corporations Act) or
similar legislation in other relevant jurisdictions.
25
9.12
LESSOR'S CONSENT
No Group Member will enter into any new lease of premises without using its best
endeavours to obtain from the lessor a right of entry agreement with the Lender
(in a form approved by the Lender) and providing the Lender as soon as
practicable and in any event within 30 days of the Group Member signing the
lease, with a certified copy of the lease and an original right of entry
document.
9.13
FINANCIAL COVENANTS
Each Obligor undertakes that it will procure that at all times:
(A)
(DEBT SERVICE COVER) THE RATIO OF EBITDA TO
DEBT SERVICE:
(1)
AS AT EACH TESTING DATE OCCURRING ON 31
DECEMBER, WILL NOT BE LESS THAN 1.00:1; AND
(2)
FOR EACH OTHER TESTING DATE, WILL NOT BE
LESS THAN 1.20:1;
(B)
(INTEREST COVER) THE RATIO OF EBITDA TO
INTEREST PAYABLE FOR EACH TESTING PERIOD ENDING ON A TESTING DATE WILL NOT BE
LESS THAN THE RATIO SPECIFIED IN THE FOLLOWING TABLE DURING EACH APPLICABLE
PERIOD:
(1)
(2)
Period
Interest Cover
Ratio
From 1 January 2008 to