be determined adversely
to it and which, if so adversely determined, has or is reasonably likely to have
a Material Adverse Effect has been started or, to the best of its knowledge, is
threatened in writing or, is pending against it or any member of the Bank Group
other than litigation, arbitration or administrative proceedings commenced prior
to the Original Execution Date, details of which have been disclosed to the
Lenders prior to the Original Execution Date.
21.13
ORIGINAL FINANCIAL STATEMENTS
Its Original Financial Statements were prepared in accordance with GAAP which
has been consistently applied (unless and to the extent expressly disclosed to
the Facility Agent in writing to the contrary before the Original Execution
Date) and fairly present in all material respects the consolidated financial
position of the group of companies to which they relate at the date as of which
they were prepared and/or (as appropriate) the results of operations and changes
in financial position during the period for which they were prepared.
21.14
NO MATERIAL ADVERSE CHANGE
Since publication of its Original Financial Statements, no event or series of
events has occurred, in each case, which has or is reasonably likely to have a
Material Adverse Effect.
21.15
NO UNDISCLOSED LIABILITIES
As at 31 December 2009, neither the Ultimate Parent nor any of its Subsidiaries
had any material liabilities (contingent or otherwise) which were not disclosed
in the Original Financial Statements (including the notes thereto) or reserved
against therein and the Group had no
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material unrealised or anticipated losses arising from commitments entered into
by it which were not so disclosed or reserved against, in each case, to the
extent required to be disclosed by GAAP.
21.16
ACCURACY OF INFORMATION
In the case of the Company only:
(A)
TO THE BEST OF ITS KNOWLEDGE AND BELIEF HAVING MADE ALL REASONABLE
AND PROPER ENQUIRIES, ALL STATEMENTS OF FACT RELATING TO THE BUSINESS, ASSETS,
FINANCIAL CONDITION AND OPERATIONS OF THE GROUP CONTAINED IN THE INFORMATION
MEMORANDUM ARE TRUE, COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AS AT THE
DATE IT IS ISSUED;
(B)
THE OPINIONS AND VIEWS EXPRESSED IN THE INFORMATION MEMORANDUM AND
THE AGREED BUSINESS PLAN REPRESENT THE HONESTLY HELD OPINIONS AND VIEWS OF THE
COMPANY AND WERE ARRIVED AT AFTER CAREFUL CONSIDERATION AND WERE BASED ON
REASONABLE GROUNDS AS AT THE DATES ON WHICH THEY WERE PREPARED;
(C)
ALL FINANCIAL PROJECTIONS AND FORECASTS MADE BY ANY MEMBER OF THE
BANK GROUP IN THE INFORMATION MEMORANDUM OR THE AGREED BUSINESS PLAN HAVE BEEN
PREPARED IN GOOD FAITH AND ARE BASED UPON REASONABLE ASSUMPTIONS (IT BEING
UNDERSTOOD THAT SUCH FINANCIAL PROJECTIONS ARE SUBJECT TO SIGNIFICANT
UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY AND THAT NO
ASSURANCE CAN BE GIVEN THAT SUCH PROJECTIONS WILL BE REALISED); AND
(D)
(OTHER THAN IN RESPECT OF THE FINANCIAL PROJECTIONS AND FORECASTS
REFERRED TO IN PARAGRAPH (C) ABOVE), THE INFORMATION MEMORANDUM DOES NOT OMIT TO
DISCLOSE OR TAKE INTO ACCOUNT ANY MATTER KNOWN TO THE COMPANY AFTER