OF CLAUSE 17.2 (PERMITTED CAPITAL EXPENDITURE) OR TOWARDS AMOUNTS
RELATING TO VIDEO ON DEMAND AS SET OUT IN PARAGRAPH (A)(IV) OF THE DEFINITION OF
CONSOLIDATED TCN GROUP CASH FLOW;
(III)
TO THE EXTENT SUCH EQUITY PROCEEDS ARE APPLIED TOWARDS
CONSIDERATION PAYABLE IN CONNECTION WITH, AND ANY REASONABLE FEES, COMMISSIONS,
EXPENSES OR OTHER SIMILAR CHARGES INCURRED BY THE GROUP IN RELATION TO, A MERGER
EVENT;
(IV)
ARISING FROM THE EXERCISE OF STOCK OPTIONS OR ANY OTHER ISSUANCE
OF SIMILAR SECURITIES TO DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS OF ANY
MEMBER OF THE GROUP;
(V)
TO THE EXTENT SUCH EQUITY PROCEEDS ARE APPLIED TOWARDS ANY
REFINANCING OF TARGET GROUP ACQUISITION INDEBTEDNESS, TARGET GROUP ACQUISITION
REFINANCING INDEBTEDNESS, TARGET GROUP FINANCIAL INDEBTEDNESS, TARGET GROUP
REFINANCING INDEBTEDNESS OR POST MERGER TARGET GROUP REFINANCING; AND
(VI)
TO THE EXTENT RAISED BY ANY MEMBER OF THE GROUP WHICH IS A JOINT
VENTURE BUT WHICH IS NOT A MEMBER OF THE TCN GROUP AND APPLIED FOR ITS OWN
PURPOSES.
(C)
TCN'S OBLIGATIONS UNDER CLAUSE 7.6(A) ABOVE SHALL NOT APPLY IN
RESPECT OF EQUITY PROCEEDS IF, ON THE LAST DAY OF THE FINANCIAL QUARTER ENDED
MOST RECENTLY PRIOR TO THE RECEIPT OF SUCH EQUITY PROCEEDS IN RESPECT OF WHICH A
COMPLIANCE CERTIFICATE HAS BEEN DELIVERED PURSUANT TO CLAUSE 16.4 (COMPLIANCE
CERTIFICATES) AND QUARTERLY FINANCIAL INFORMATION HAS BEEN DELIVERED PURSUANT TO
CLAUSE 16.1 (FINANCIAL STATEMENTS), THE RATIO OF CONSOLIDATED TOTAL DEBT AS AT
THE LAST DAY OF SUCH FINANCIAL QUARTER TO CONSOLIDATED ANNUALISED TCN GROUP NET
OPERATING CASH FLOW FOR THE SEMI-ANNUAL PERIOD ENDING ON SUCH DAY IS 3.0 TO 1.0
OR LESS.
60
8.
INTEREST
8.1
INTEREST PERIODS
The period for which an Advance is outstanding shall be divided into successive
periods (each an "Interest Period") each of which (other than the first) shall
start on the last day of the preceding such period.
8.2
DURATION
The duration of each Interest Period shall, save as otherwise provided in this
Agreement, be 1, 2, 3 or 6 months or such other period of up to 12 months as all
the Lenders may agree, as the relevant Borrower may select by no later than 2:00
p.m. on the date falling 3 Business Days before the first day of the relevant
Interest Period, provided that:
(A)
IF THE RELEVANT BORROWER FAILS TO GIVE SUCH NOTICE OF SELECTION IN
RELATION TO AN INTEREST PERIOD, THE DURATION OF THAT INTEREST PERIOD SHALL,
SUBJECT TO THE OTHER PROVISIONS OF THIS CLAUSE 8, BE 3 MONTHS;
(B)
PRIOR TO THE SYNDICATION DATE, UNLESS THE FACILITY AGENT OTHERWISE
AGREES, THE DURATION OF EACH INTEREST PERIOD SHALL BE 1 MONTH (OR, IF LESS, SUCH
DURATION AS MAY BE NECESSARY TO ENSURE THAT SUCH INTEREST PERIOD ENDS ON THE
SYNDICATION DATE); AND
(C)
ANY INTEREST PERIOD THAT WOULD OTHERWISE END DURING THE MONTH
PRECEDING OR EXTEND BEYOND THE FINAL MATURITY DATE SHALL BE OF SUCH DURATION
THAT IT SHALL END ON THE FINAL MATURITY DATE.
8.3
PAYMENT OF INTEREST
On (a) the last day of each Interest Period (or