SUCH MEMBER'S BUSINESS) AS THE FACILITY AGENT MAY REASONABLY REQUIRE, PROVIDED
THAT THE ULTIMATE PARENT SHALL NOT BE UNDER ANY OBLIGATION TO PROVIDE, OR
PROCURE THE PROVIDING OF, ANY INFORMATION THE SUPPLY OF WHICH WOULD BE CONTRARY
TO ANY CONFIDENTIALITY OBLIGATION BINDING ON ANY MEMBER OF THE BANK GROUP OR THE
BRIDGE GROUP, OR WHERE THE SUPPLY OF SUCH INFORMATION COULD PREJUDICE THE
RETENTION OF LEGAL PRIVILEGE IN SUCH INFORMATION AND PROVIDED FURTHER THAT NO
OBLIGOR SHALL (AND THE ULTIMATE PARENT SHALL PROCURE THAT NO MEMBER OF THE BANK
GROUP OR THE BRIDGE GROUP, SHALL) BE ABLE TO DENY THE FACILITY AGENT ANY SUCH
INFORMATION BY REASON OF IT HAVING ENTERED INTO A CONFIDENTIALITY UNDERTAKING
WHICH WOULD PREVENT IT FROM DISCLOSING, OR BE ABLE TO CLAIM ANY LEGAL PRIVILEGE
IN RESPECT OF, ANY FINANCIAL INFORMATION RELATING TO ITSELF OR THE GROUP; AND
(B)
PROVIDE ALL THEN EXISTING INFORMATION ABOUT
THE BUSINESS AND FINANCIAL CONDITION OF THE BANK GROUP OR THE BRIDGE GROUP, OR
ANY MEMBER OF THE BANK GROUP OR BRIDGE 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 SENIOR FACILITIES, THE FACILITIES, THE EXISTING HIGH YIELD
NOTES, ANY HIGH YIELD REFINANCING OR THE NTL HIGH YIELD NOTES, AND THE ULTIMATE
PARENT 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.
17.5
COMPLIANCE CERTIFICATES
The Ultimate Parent shall ensure that each set of financial information
delivered by it pursuant to sub-paragraphs (a), (b)(ii) and (b)(iii) of Clause
17.1 (Financial Statements) is accompanied by a Compliance Certificate signed by
two authorised signatories of the Ultimate Parent (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 18.2 (RATIOS):
(I)
CONFIRMS COMPLIANCE (OR DETAILING ANY
NON-COMPLIANCE) WITH THE RELEVANT FINANCIAL COVENANTS SET OUT IN CLAUSE 18
(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 18 (FINANCIAL CONDITION) AND THE
INFORMATION FROM WHICH SUCH CALCULATIONS ARE DERIVED (INCLUDING THE CALCULATIONS
FOR THE COMPONENTS OF SUCH COVENANTS DEFINED IN CLAUSE 18.1 (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,
76
(B)
IN RELATION TO A COMPLIANCE CERTIFICATE
DELIVERED WITH THE BANK GROUP'S ANNUAL FINANCIAL INFORMATION ONLY, CONFIRMS THE
BANK GROUP CONSOLIDATED REVENUES FOR THE FINANCIAL YEAR ENDED ON THAT QUARTER
DATE; AND
(C)
IN