commenced prior to the date of this
Agreement, details of which are set out in the Information Memorandum.
15.12
ORIGINAL FINANCIAL STATEMENTS
In the case of TCN only, except as described in Note 1 to the Original Financial
Statements, the Original Financial Statements were prepared in accordance with
applicable GAAP which have been consistently applied (unless and to the extent
expressly disclosed to the Facility Agent in writing to the contrary before the
date of this Agreement) and fairly present in all material respects the
consolidated financial position of the TCN Group 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.
15.13
NO MATERIAL ADVERSE CHANGE
In the case of TCN only, since publication of its Original Financial Statements
no event or series of events has occurred, in each case which has had or could
reasonably be expected to have a Material Adverse Effect.
15.14
NO UNDISCLOSED LIABILITIES
In the case of TCN only, as at 31 December 2003, neither TCN nor any of its
Subsidiaries had any material liabilities (contingent or otherwise) which were
not disclosed in the Original Financial Statements (or by the notes thereto) or
reserved against therein and the TCN Group had no 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 applicable GAAP.
15.15
ACCURACY OF INFORMATION
In the case of TCN 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 AND THE SUPPLEMENT ARE TRUE, COMPLETE AND ACCURATE IN ALL MATERIAL
RESPECTS AS AT THEIR RESPECTIVE DATES, AND IN ANY EVENT THE MATTERS CONTAINED IN
THE SUPPLEMENT HAVE NOT HAD AND WILL NOT HAVE A MATERIAL ADVERSE EFFECT;
(B)
THE OPINIONS AND VIEWS EXPRESSED IN THE INFORMATION MEMORANDUM,
THE LONG RANGE PLAN AND THE CURRENT BUDGET REPRESENT THE HONESTLY HELD OPINIONS
AND VIEWS OF TCN AND WERE ARRIVED AT AFTER CAREFUL CONSIDERATION AND WERE BASED
ON REASONABLE GROUNDS AS AT THE DATES ON WHICH THEY WERE PREPARED;
71
(C)
ALL FINANCIAL PROJECTIONS AND FORECASTS MADE BY ANY MEMBER OF THE
TCN GROUP IN THE INFORMATION MEMORANDUM, THE LONG RANGE PLAN AND THE CURRENT
BUDGET 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 TCN AND THAT
NO ASSURANCE CAN BE GIVEN THAT SUCH PROJECTIONS WILL BE REALISED);
(D)
(OTHER THAN IN RESPECT OF THE FINANCIAL PROJECTIONS AND FORECASTS
REFERRED TO IN PARAGRAPH (C) ABOVE), THE INFORMATION MEMORANDUM DID NOT OMIT TO
DISCLOSE OR TAKE INTO ACCOUNT ANY MATTER KNOWN TO TCN AFTER DUE AND CAREFUL
ENQUIRY WHERE FAILURE TO