it which were not so
disclosed or reserved against, in each case, to the extent required to be
disclosed by applicable GAAP.
20.15
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 DETAILED 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;
88
(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 DISCLOSE OR TAKE INTO ACCOUNT SUCH MATTER WOULD RESULT
IN ANY OF THE INFORMATION MEMORANDUM (OR ANY FACTUAL INFORMATION CONTAINED
THEREIN) BEING MISLEADING IN ANY MATERIAL RESPECT AS AT THE DATE THEREOF.
20.16
INDEBTEDNESS AND ENCUMBRANCES
In the case of TCN only, other than in the case of paragraph (c):
(A)
SAVE AS PERMITTED UNDER THIS AGREEMENT, NEITHER IT NOR ANY MEMBER
OF THE TCN 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 TCN
GROUP.
(C)
IN THE CASE OF TELEWEST UK ONLY, SAVE AS PROVIDED IN THE SECURITY
DOCUMENTS OR GRANTED IN RESPECT OF THE EXISTING CREDIT FACILITY, NO ENCUMBRANCE
EXISTS OVER ANY OF ITS RIGHTS, TITLE OR INTEREST IN THE SHARES OF TCN OR THE
PARENT INTERCOMPANY DEBT.
20.17
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