AND ACCURATE IN ALL MATERIAL RESPECTS AS OF THE DATE IT IS
ISSUED;
(B)
THE OPINIONS AND VIEWS EXPRESSED IN THE
INFORMATION MEMORANDA AND THE AGREED BUSINESS PLAN REPRESENT THE HONESTLY HELD
OPINIONS AND VIEWS OF NTL 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 BRIDGE GROUP OR THE BANK GROUP IN THE INFORMATION
MEMORANDA AND 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 NTL 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
MEMORANDA DID NOT OMIT TO DISCLOSE OR TAKE INTO ACCOUNT ANY MATTER KNOWN TO NTL
AFTER DUE AND CAREFUL ENQUIRY WHERE FAILURE TO DISCLOSE OR TAKE INTO ACCOUNT
SUCH MATTER WOULD RESULT IN:
(I)
THE INITIAL INFORMATION MEMORANDUM BEING
MISLEADING IN ANY MATERIAL RESPECT AS AT THE ORIGINAL EXECUTION DATE; AND
(II)
ANY SUBSEQUENT INFORMATION MEMORANDUM BEING
MISLEADING IN ANY MATERIAL RESPECT AS AT THE DATE IT IS ISSUED.
66
16.17
INDEBTEDNESS AND ENCUMBRANCES
(A)
SAVE AS PERMITTED UNDER THIS AGREEMENT,
NONE OF IT, ANY OTHER MEMBER OF THE BRIDGE GROUP OR ANY MEMBER OF THE BANK GROUP
HAS INCURRED ANY FINANCIAL INDEBTEDNESS WHICH IS OUTSTANDING.
(B)
SAVE AS PERMITTED UNDER THIS AGREEMENT, NO
ENCUMBRANCE EXISTS OVER ALL OR ANY OF THE PRESENT OR FUTURE REVENUES OR ASSETS
OF ANY MEMBER OF THE BRIDGE GROUP OR ANY MEMBER OF THE BANK GROUP.
(C)
IN RELATION TO THE BRIDGE GROUP AND THE
PARENT ONLY, SAVE AS PROVIDED IN THE SECURITY DOCUMENTS (OR, WITH RESPECT TO THE
PARENT, IN THE SENIOR FACILITIES SECURITY DOCUMENTS) NO ENCUMBRANCE EXISTS OVER
ANY OF ITS RIGHTS, TITLE OR INTEREST IN THE SHARES OF THE COMPANY, THE SHARES OF
ANY MEMBER OF THE BRIDGE GROUP OR THE PARENT INTERCOMPANY DEBT OWED TO THE
PARENT BY THE COMPANY.
16.18
EXECUTION OF FINANCE DOCUMENTS
Its execution of the Finance Documents to which it is party and the exercise of
its rights and performance of its obligations thereunder do not and will not:
(A)
CONFLICT WITH ANY AGREEMENT, MORTGAGE, BOND
OR OTHER INSTRUMENT OR TREATY TO WHICH IT IS A PARTY OR WHICH IS BINDING UPON IT
OR ANY OF ITS ASSETS (SAVE AS CONTEMPLATED BY PARAGRAPHS (D) AND (E) OF THE
DEFINITION OF RESERVATIONS) IN A MANNER THAT COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT;
(B)
CONFLICT WITH ANY MATTER CONTAINED IN ITS
CONSTITUTIONAL DOCUMENTS; OR
(C)
CONFLICT WITH ANY APPLICABLE LAW.
16.19
STRUCTURE
(A)
THE GROUP STRUCTURE CHART IS A COMPLETE AND
ACCURATE REPRESENTATION OF THE STRUCTURE OF THE NTL GROUP AND THE TELEWEST
GROUP, IN EACH CASE, IN ALL MATERIAL RESPECTS