material changes in the
projections set out in any Budget delivered under this Clause 16.2 as soon as
reasonably practicable after it becomes aware of any such change.
16.3
OTHER INFORMATION
TCN shall and shall procure that each of the Obligors shall from time to time on
the request of the Facility Agent:
(A)
PROVIDE THE FACILITY AGENT WITH SUCH INFORMATION ABOUT THE
BUSINESS AND FINANCIAL CONDITION OF THE TCN GROUP OR ANY MEMBER OF THE TCN GROUP
(INCLUDING SUCH MEMBER'S BUSINESS) AS THE FACILITY AGENT MAY REASONABLY REQUIRE,
PROVIDED THAT TCN SHALL NOT BE UNDER ANY OBLIGATION TO PROVIDE, OR PROCURE THE
PROVIDING OF, ANY INFORMATION THE SUPPLY OF WHICH WOULD BE CONTRARY TO ANY
CONFIDENTIALITY OBLIGATION BINDING ON ANY MEMBER OF THE TCN GROUP OR WHERE THE
SUPPLY OF SUCH INFORMATION COULD PREJUDICE THE RETENTION OF LEGAL PRIVILEGE IN
SUCH INFORMATION AND PROVIDED FURTHER THAT NO OBLIGOR SHALL (AND TCN SHALL
PROCURE THAT NO MEMBER OF THE TCN GROUP SHALL) BE ABLE TO DENY THE FACILITY
AGENT ANY SUCH INFORMATION BY REASON OF IT HAVING ENTERED INTO A CONFIDENTIALITY
UNDERTAKING WHICH WOULD PREVENT IT FROM DISCLOSING, OR BE ABLE TO CLAIM ANY
LEGAL PRIVILEGE IN RESPECT OF, ANY FINANCIAL INFORMATION RELATING TO ITSELF OR
THE GROUP; AND
(B)
PROVIDE ALL THEN EXISTING INFORMATION ABOUT THE BUSINESS AND
FINANCIAL CONDITION OF THE TCN GROUP OR ANY MEMBER OF THE TCN GROUP (INCLUDING
SUCH MEMBER'S BUSINESS) AS STANDARD & POOR'S OR MOODY'S MAY REASONABLY REQUIRE
AND EXTEND ALL REASONABLE CO-OPERATION FOR THE PURPOSE OF DETERMINING OR
ASSESSING THE CREDIT RATINGS (IF ANY) ASSIGNED TO THE FACILITY AND TCN SHALL USE
ALL REASONABLE EFFORTS TO MEET WITH REPRESENTATIVES OF STANDARD & POOR'S AND
MOODY'S NO LESS FREQUENTLY THAN ONCE IN EACH CALENDAR YEAR AND IN CONNECTION
WITH AN INTEGRATED MERGER EVENT.
16.4
COMPLIANCE CERTIFICATES
(A)
TCN SHALL ENSURE THAT EACH SET OF FINANCIAL INFORMATION DELIVERED
BY IT PURSUANT TO CLAUSE 16.1 (FINANCIAL STATEMENTS) IS ACCOMPANIED BY A WORKING
PAPER (THE "ATTACHED WORKING PAPER") SETTING OUT THE CALCULATIONS SHOWING
COMPLIANCE WITH THE FINANCIAL COVENANTS SET OUT IN CLAUSE 17 (FINANCIAL
CONDITION) AND THE INFORMATION FROM WHICH SUCH CALCULATIONS ARE DERIVED
(INCLUDING THE CALCULATIONS FOR THE COMPONENTS OF SUCH COVENANTS ON A LINE BY
LINE BASIS) AND A COMPLIANCE CERTIFICATE SIGNED BY TWO OF ITS AUTHORISED
SIGNATORIES (AT LEAST ONE OF WHOM SHALL BE A FINANCIAL OFFICER) CONFIRMING:
(I)
COMPLIANCE WITH THE RELEVANT FINANCIAL COVENANTS SET OUT IN
CLAUSE 17 (FINANCIAL CONDITION) AND SHOWING FIGURES REPRESENTING THE ACTUAL
FINANCIAL RATIOS THEN IN EFFECT AND THE AMOUNT OF CAPITAL EXPENDITURE SPENT IN
THE RELEVANT PERIOD;
(II)
THE RATIO OF CONSOLIDATED NET BORROWINGS TO CONSOLIDATED
ANNUALISED TCN GROUP NET OPERATING CASH FLOW;
(III)
THE RATIO OF CONSOLIDATED ANNUALISED TCN GROUP NET OPERATING CASH
FLOW TO TOTAL INTEREST CHARGES;
(IV)
THE RATIO OF CONSOLIDATED TCN GROUP CASH FLOW TO CONSOLIDATED DEBT
SERVICE;
(V)
COMPLIANCE WITH THE 95% SECURITY TEST;
(VI)
THE ABSENCE OF ANY DEFAULT; AND
(VII)
THAT THE INFORMATION CONTAINED IN THE ATTACHED WORKING PAPER