HERETO; AND
(III)
IF, AFTER THREE MONTHS FOLLOWING THE DATE OF THE NOTICE GIVEN TO
THE FACILITY AGENT PURSUANT TO THIS SUB-PARAGRAPH (B), THE FACILITY AGENT AND
TCN CANNOT AGREE ALTERNATIVE FINANCIAL COVENANTS WHICH ARE ACCEPTABLE TO AN
INSTRUCTING GROUP, THE FACILITY AGENT SHALL REFER THE MATTER TO ANY OF THE
PERMITTED AUDITORS AS MAY BE AGREED BETWEEN TCN AND THE FACILITY AGENT FOR
DETERMINATION OF THE ADJUSTMENTS REQUIRED TO BE MADE TO SUCH FINANCIAL
INFORMATION OR THE CALCULATION OF SUCH RATIOS TO TAKE ACCOUNT OF SUCH CHANGE,
SUCH DETERMINATION TO BE BINDING ON THE PARTIES HERETO, PROVIDED THAT PENDING
SUCH DETERMINATION (BUT NOT THEREAFTER) TCN SHALL CONTINUE TO PREPARE FINANCIAL
INFORMATION AND CALCULATE SUCH COVENANTS IN ACCORDANCE WITH PARAGRAPH (A) ABOVE.
16.6
NOTIFICATIONS
TCN shall furnish or procure that there shall be furnished to the Facility Agent
in sufficient copies for each of the Lenders:
81
(A)
AS SOON AS REASONABLY PRACTICABLE, DOCUMENTS REQUIRED TO BE
DESPATCHED BY THE ULTIMATE PARENT TO ITS SHAREHOLDERS GENERALLY (OR ANY CLASS OF
THEM) IN THEIR CAPACITY AS SUCH AND ALL DOCUMENTS RELATING TO THE FINANCIAL
OBLIGATIONS OF ANY OBLIGOR DESPATCHED BY OR ON BEHALF OF ANY OBLIGOR TO ITS
CREDITORS GENERALLY (IN THEIR CAPACITY AS CREDITORS) IT BEING AGREED THAT TO THE
EXTENT SUCH INFORMATION IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
SUCH FILING WILL SATISFY TCN'S OBLIGATIONS WITH REGARD TO THE PROVISION OF SUCH
INFORMATION;
(B)
AS SOON AS REASONABLY PRACTICABLE AFTER THE SAME ARE INSTITUTED
OR, TO ITS KNOWLEDGE, THREATENED, DETAILS OF ANY LITIGATION, ARBITRATION OR
ADMINISTRATIVE PROCEEDINGS INVOLVING ANY MEMBER OF THE TCN GROUP WHICH, IS
REASONABLY LIKELY TO BE ADVERSELY DETERMINED AND IF ADVERSELY DETERMINED, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(C)
WRITTEN DETAILS OF ANY DEFAULT PROMPTLY UPON BECOMING AWARE OF THE
SAME, AND OF ALL REMEDIAL STEPS BEING TAKEN AND PROPOSED TO BE TAKEN IN RESPECT
OF THAT DEFAULT; AND
(D)
AS SOON AS REASONABLY PRACTICABLE AFTER RECEIPT OF A REQUEST BY
THE FACILITY AGENT, TCN SHALL SUPPLY TO THE FACILITY AGENT A CERTIFICATE SIGNED
BY A DIRECTOR OR ITS CHIEF FINANCIAL OFFICER (GIVEN WITHOUT PERSONAL LIABILITY)
ON ITS BEHALF CERTIFYING THAT NO DEFAULT IS CONTINUING (OR IF A DEFAULT IS
CONTINUING, SPECIFYING THE DEFAULT AND THE STEPS, IF ANY, BEING TAKEN TO REMEDY
THE SAME).
17.
FINANCIAL CONDITION
17.1
RATIOS
The financial condition of the TCN Group as evidenced by the financial
information provided pursuant to Clause 16.1 (Financial Statements) and the
Attached Working Paper referred to in paragraph (a) of Clause 16.4 (Compliance
Certificates) shall be such that:
(A)
CONSOLIDATED NET BORROWINGS TO CONSOLIDATED ANNUALISED TCN GROUP
NET OPERATING CASH FLOW
Consolidated Net Borrowings as at any Quarter Date specified in the table in
paragraph (d) of this Clause 17.1, shall not be more than X times Consolidated
Annualised TCN Group Net Operating Cash Flow for the Semi-Annual Period ending
on such Quarter Date, where X has the value indicated for such Quarter Date in
such table.
(B)