TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS; AND
(2)
HAS NOT LAPSED OR BEEN CANCELLED AND ALL
STEPS HAVE BEEN TAKEN TO PROTECT AND MAINTAIN THAT INTELLECTUAL PROPERTY,
INCLUDING PAYING RENEWAL FEES;
(S)
(NO TRUSTEE) IT IS NOT A TRUSTEE OF ANY
TRUST;
(T)
(GROUP STRUCTURE)
(1)
ALL GROUP MEMBERS ARE LISTED IN THE GROUP
STRUCTURE DIAGRAM; AND
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(2)
THE GROUP STRUCTURE DIAGRAM IS TRUE AND
CORRECT IN ALL RESPECTS AND DOES NOT OMIT ANY MATERIAL INFORMATION OR DETAILS;
(U)
(APPROVED PROJECTIONS AND BUSINESS PLAN):
(1)
ALL STATEMENTS OF FACT RECORDED IN THE
APPROVED PROJECTIONS AND BUSINESS PLAN WERE ON THE DATE PROVIDED TRUE AND
ACCURATE IN ALL MATERIAL RESPECTS;
(2)
THE OPINIONS AND VIEWS EXPRESSED IN THE
APPROVED PROJECTIONS AND BUSINESS PLAN REPRESENT THE HONESTLY HELD OPINIONS AND
VIEWS OF THE DIRECTORS OF THE BORROWER AND WERE ARRIVED AT AFTER CAREFUL
CONSIDERATION AND ARE BASED ON REASONABLE GROUNDS;
(3)
THE PROJECTIONS AND FORECASTS CONTAINED IN
THE APPROVED PROJECTIONS AND BUSINESS PLAN ARE BASED UPON ASSUMPTIONS (INCLUDING
ASSUMPTIONS AS TO THE FUTURE PERFORMANCE OF THE GROUP, INFLATION, PRICE
INCREASES, INTEREST RATES AND EFFICIENCY GAINS) WHICH HAVE BEEN CAREFULLY
CONSIDERED BY THE DIRECTORS OF THE BORROWER AND WERE CONSIDERED BY THEM TO BE
FAIR AND REASONABLE ON THE DATE PROVIDED;
(4)
NEITHER THE APPROVED PROJECTIONS NOR THE
BUSINESS PLAN, ON THE DATE PROVIDED, WERE MISLEADING IN ANY MATERIAL RESPECT OR
OMITTED TO DISCLOSE ANY MATTER WHERE FAILURE TO DISCLOSE SUCH MATTER WOULD
RESULT IN THE BUSINESS PLAN OR THE APPROVED PROJECTIONS (AS THE CASE MAY BE) (OR
ANY INFORMATION OR BUSINESS PLAN CONTAINED THEREIN) BEING MISLEADING IN ANY
MATERIAL RESPECT;
(5)
EXCEPT AS DISCLOSED TO THE LENDER, NOTHING
HAS OCCURRED OR COME TO THE ATTENTION OF THE BORROWER SINCE THE DATE AS AT WHICH
THE BUSINESS PLAN OR THE APPROVED PROJECTIONS (AS THE CASE MAY BE) WAS PREPARED
WHICH RENDERS ANY MATERIAL FACTS CONTAINED IN THE BUSINESS PLAN OR THE APPROVED
PROJECTIONS (AS THE CASE MAY BE) INACCURATE OR MISLEADING OR WHICH MAKES ANY OF
THE OPINIONS, PROJECTIONS OR FORECASTS CONTAINED IN THE BUSINESS PLAN OR THE
APPROVED PROJECTIONS (AS THE CASE MAY BE) UNFAIR OR UNREASONABLE OR RENDERS ANY
OF THE ASSUMPTIONS ON WHICH THE PROJECTIONS ARE BASED UNFAIR OR UNREASONABLE;
(V)
(TRANSACTION DOCUMENTS) THE TRANSACTION
DOCUMENTS AS PROVIDED TO THE LENDER UNDER THIS AGREEMENT CONTAIN ALL THE
MATERIAL TERMS OF THE MATERIAL AGREEMENTS AND ARRANGEMENTS BETWEEN ANY GROUP
MEMBER AND THE OTHER PARTIES TO THE RELEVANT TRANSACTION DOCUMENTS;
(W)
(CORPORATIONS ACT) IT HAS CONSIDERED AND HAS
RECEIVED LEGAL AND FINANCIAL ADVICE IN RESPECT OF THE MATTERS, ACTS AND THINGS
REFERRED TO IN,
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AND CONTEMPLATED BY, THE TRANSACTION DOCUMENTS, AND HAS SATISFIED ITSELF THAT
THE EXECUTION AND PERFORMANCE BY IT OF ITS OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS TO WHICH IT IS EXPRESSED TO BE A PARTY COULD NOT 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;