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 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 THE COMPANY AND/OR TCN
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 THE COMPANY 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)
THE SUBSEQUENT INFORMATION MEMORANDUM BEING MISLEADING IN ANY
MATERIAL RESPECT AS AT THE DATE IT IS ISSUED.
21.17
INDEBTEDNESS AND ENCUMBRANCES
(A)
SAVE AS PERMITTED UNDER THIS AGREEMENT, NEITHER IT NOR 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 BANK
GROUP.
(C)
IN RELATION TO THE PARENT ONLY, SAVE AS PROVIDED IN THE SECURITY
DOCUMENTS NO ENCUMBRANCE EXISTS OVER ANY OF ITS RIGHTS, TITLE OR INTEREST IN THE
SHARES OF THE COMPANY OR THE PARENT INTERCOMPANY DEBT OWED TO IT BY THE COMPANY.
112
21.18
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.
21.19
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 PRIOR TO THE MERGER CLOSING DATE.
(B)
THE COMPANY IS A WHOLLY OWNED SUBSIDIARY OF THE PARENT.
(C)
IN THE CASE OF THE PARENT, IT DOES NOT CARRY ON ANY BUSINESS OR
CONDUCT ANY ACTIVITIES (OTHER THAN IN RESPECT OF THE EXISTING HIGH YIELD
OFFERING, AND ANY ON LENDING OF THE PROCEEDS THEREOF).
(D)
UPON CONSUMMATION OF THE MERGER, NTL
SHALL BE A DIRECT
WHOLLY-OWNED SUBSIDIARY OF THE ULTIMATE PARENT.
21.20
ENVIRONMENTAL MATTERS
(A)
IT HAS TO