RETIRED EMPLOYEES OR OTHER FORMER EMPLOYEES
(OTHER THAN AS REQUIRED BY SECTION 601 OF ERISA) OR ANY PLAN THE OBLIGATIONS
WITH RESPECT TO WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(O)
EACH FOREIGN PENSION PLAN HAS BEEN MAINTAINED IN SUBSTANTIAL
COMPLIANCE WITH ITS TERMS AND WITH THE REQUIREMENTS OF ANY AND ALL APPLICABLE
LAWS, STATUTES, RULES, REGULATIONS AND ORDERS AND HAS BEEN MAINTAINED, WHERE
REQUIRED, IN GOOD STANDING WITH APPLICABLE REGULATORY AUTHORITIES, SAVE WHERE
THE FAILURE TO DO SO WOULD NOT RESULT IN A MATERIAL LIABILITY.
(P)
ALL CONTRIBUTIONS REQUIRED TO BE MADE WITH RESPECT TO A FOREIGN
PENSION PLAN MAINTAINED BY IT HAVE BEEN MADE WITHIN THE TIME LIMIT THEREFOR,
SAVE WHERE THE FAILURE TO DO SO WOULD NOT RESULT IN A MATERIAL LIABILITY.
15.35
LIABILITIES OF THE US BORROWER
In the case of the US Borrower only, it is a wholly owned Subsidiary of TCN and:
(A)
HAS NOT TRADED OR UNDERTAKEN ANY COMMERCIAL ACTIVITIES OF ANY KIND
(OTHER THAN BY ENTERING INTO THE FINANCE DOCUMENTS AND SENIOR FINANCE DOCUMENTS
TO WHICH IT IS PARTY OR THE TCN NOTES);
(B)
DOES NOT HAVE ANY ASSETS OTHER THAN ITS RIGHTS UNDER AND PAYMENTS
RECEIVED PURSUANT TO THE TCN NOTES; AND
does not have any material liabilities or obligations (actual or contingent) to
any person other than as contemplated by the terms of the Finance Documents and
Senior Finance Documents.
15.36
REPETITION
Each Repeating Representation is deemed to be made by the party identified as
making such Repeating Representation above in relation to itself, or in the case
of TCN in relation to itself and each TCN Group Obligor or the TCN Group as a
whole (as applicable), by reference to the facts and circumstances then
existing:
(A)
ON THE UTILISATION DATE AND ON THE FIRST DAY OF EACH INTEREST
PERIOD; AND
(B)
IN THE CASE OF ANY ACCEDING GUARANTOR, ON THE DAY THE SAME BECOMES
AN ACCEDING GUARANTOR.
16.
FINANCIAL INFORMATION
16.1
FINANCIAL STATEMENTS
THE BORROWER SHALL PROVIDE TO THE FACILITY AGENT IN SUFFICIENT COPIES FOR ALL
THE LENDERS, THE FOLLOWING FINANCIAL INFORMATION RELATING TO EACH OF THE TCN
GROUP AND THE GROUP:
(A)
AS SOON AS THE SAME BECOME AVAILABLE, BUT IN ANY EVENT WITHIN
120 DAYS AFTER THE END OF EACH OF TCN'S FINANCIAL YEARS, THE CONSOLIDATED
FINANCIAL STATEMENTS FOR SUCH FINANCIAL YEAR IN RESPECT OF THE TCN GROUP AND OF
THE GROUP, AUDITED BY A FIRM OF AUDITORS MEETING THE
77
REQUIREMENTS OF CLAUSE 18.18 (CHANGE IN AUDITORS), AND ACCOMPANIED BY THE
RELATED AUDITOR'S REPORT, SUCH REPORT NOT TO BE QUALIFIED IN ANY MATERIAL
RESPECT AS A RESULT OF THE INVESTIGATION DESCRIBED IN THE SUPPLEMENT;
(B)
AS SOON AS THEY BECOME AVAILABLE BUT IN ANY EVENT WITHIN 45 DAYS
AFTER THE END OF THE FIRST THREE FINANCIAL QUARTERS OF EACH FINANCIAL YEAR, THE
UNAUDITED CONSOLIDATED QUARTERLY FINANCIAL STATEMENTS OF THE TCN GROUP AND OF
THE GROUP COMMENCING WITH THE FINANCIAL QUARTER ENDING ON 31 MARCH 2005,
PROVIDED THAT THE UNAUDITED CONSOLIDATED