RELATING TO ITSELF OR THE GROUP; AND
(B)
PROVIDE ALL THEN EXISTING INFORMATION ABOUT
THE BUSINESS AND FINANCIAL CONDITION OF THE BANK GROUP OR ANY MEMBER OF THE BANK
GROUP (INCLUDING SUCH MEMBER'S BUSINESS) AS STANDARD & POOR'S OR MOODY'S MAY
REASONABLY REQUIRE AND EXTEND ALL REASONABLE CO-OPERATION FOR THE PURPOSE OF
DETERMINING OR ASSESSING THE CREDIT RATINGS (IF ANY) ASSIGNED TO THE FACILITIES,
THE BRIDGE FACILITY AGREEMENT, THE ALTERNATIVE BRIDGE FACILITY AGREEMENT, THE
EXISTING HIGH YIELD NOTES, ANY HIGH YIELD REFINANCING OR THE NTL HIGH YIELD
NOTES, AND THE COMPANY SHALL USE ALL REASONABLE EFFORTS TO MEET WITH
REPRESENTATIVES OF STANDARD & POOR'S AND MOODY'S NO LESS FREQUENTLY THAN ONCE IN
EACH CALENDAR YEAR.
22.5
COMPLIANCE CERTIFICATES
The Company shall ensure that each set of financial information delivered by it
pursuant to sub-paragraphs (a), (b)(ii) and (b)(iii) of Clause 22.1 (Financial
Statements) is accompanied by a Compliance Certificate signed by two of its
authorised signatories (at least one of whom shall be a Financial Officer)
which:
(A)
WHERE THE RELEVANT FINANCIAL STATEMENTS
BEING DELIVERED RELATE TO A PERIOD ENDING ON A QUARTER DATE IN RESPECT OF WHICH
THE FINANCIAL COVENANTS ARE REQUIRED TO BE TESTED IN ACCORDANCE WITH PARAGRAPHS
(D) AND (E) OF CLAUSE 23.2 (RATIOS):
(I)
CONFIRMS COMPLIANCE (OR DETAILING ANY
NON-COMPLIANCE) WITH THE RELEVANT FINANCIAL COVENANTS SET OUT IN CLAUSE 23
(FINANCIAL CONDITION) AND SHOWING FIGURES REPRESENTING THE ACTUAL FINANCIAL
RATIOS THEN IN EFFECT;
(II)
ATTACHES A WORKING PAPER (THE "ATTACHED
WORKING PAPER") SETTING OUT THE CALCULATIONS SHOWING COMPLIANCE WITH THE
FINANCIAL COVENANTS SET OUT IN CLAUSE 23 (FINANCIAL CONDITION) AND THE
INFORMATION FROM WHICH SUCH CALCULATIONS ARE DERIVED (INCLUDING THE CALCULATIONS
FOR THE COMPONENTS OF SUCH COVENANTS DEFINED IN CLAUSE 23.1 (FINANCIAL
DEFINITIONS) ON A LINE BY LINE BASIS); AND
(III)
CONFIRMS THAT THE INFORMATION CONTAINED IN THE
ATTACHED WORKING PAPER HAS BEEN PREPARED ON THE BASIS OF THE SAME INFORMATION
AND METHODOLOGY USED TO PREPARE THE APPROPRIATE FINANCIAL INFORMATION;
(B)
IN RELATION TO A COMPLIANCE CERTIFICATE
DELIVERED WITH THE BANK GROUP'S ANNUAL FINANCIAL INFORMATION ONLY:
(I)
CONFIRMS THE BANK GROUP CONSOLIDATED
REVENUES FOR THE FINANCIAL YEAR ENDED ON THAT QUARTER DATE; AND
(II)
CONFIRMS COMPLIANCE (OR DETAILING ANY
NON-COMPLIANCE) WITH THE 80% SECURITY TEST; AND
(C)
IN THE CASE OF EACH COMPLIANCE CERTIFICATE
DELIVERED PURSUANT TO THIS CLAUSE 22.5, CONFIRMS THE ABSENCE OF ANY DEFAULT.
in each case, as at the end of such financial year or Financial Quarter to which
such financial
106
information relates.
22.6
ACCESS
If:
(A)
AN EVENT OF DEFAULT HAS OCCURRED, BUT ONLY
WHILE SUCH EVENT OF DEFAULT IS CONTINUING, (PROVIDED THAT WITH RESPECT TO AN
EVENT OF DEFAULT RELATING TO A BREACH OF ANY COVENANT IN CLAUSE 23 (FINANCIAL
CONDITION), SUCH EVENT OF DEFAULT SHALL BE DEEMED TO BE CONTINUING UNTIL SUCH
TIME THAT THE COMPANY HAS DELIVERED A COMPLIANCE CERTIFICATE PURSUANT TO
CLAUSE 22.5 (COMPLIANCE CERTIFICATES) DEMONSTRATING THAT THE COMPANY IS IN
COMPLIANCE WITH EACH OF THE COVENANTS SET OUT IN CLAUSE 23 (FINANCIAL
CONDITION)); OR
(B)