ACCESS TO ANY
BOOKS, RECORDS, ACCOUNTS, DOCUMENTS, COMPUTER PROGRAMMES, DATA OR OTHER
INFORMATION OR TO TAKE COPIES THEREOF WHERE TO DO SO WOULD BREACH ANY
CONFIDENTIALITY OBLIGATION BINDING ON ANY MEMBER OF THE GROUP OR WOULD PREJUDICE
THE RETENTION OF LEGAL PRIVILEGE TO WHICH SUCH OBLIGOR OR MEMBER OF THE GROUP IS
THEN ENTITLED IN RESPECT OF SUCH BOOKS, RECORDS, ACCOUNTS, DOCUMENTS, COMPUTER
PROGRAMMES, DATA OR OTHER INFORMATION AND PROVIDED FURTHER THAT NO OBLIGOR SHALL
(AND THE COMPANY SHALL PROCURE THAT NO MEMBER OF THE BANK 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.
22.7
CHANGE IN ACCOUNTING PRACTICES
The Company shall ensure that each set of financial information delivered to the
Agents pursuant to paragraphs (a) and (b) of Clause 22.1 (Financial Statements)
is prepared using accounting policies, practices and procedures consistent with
that applied in the preparation of NTL's Original Financial Statements, unless
in relation to any such set of financial information, the Company elects to
notify the Agents that there have been one or more changes in any such
accounting policies, practices or procedures (including, without limitation, any
change in the basis upon which costs are capitalised) and:
(A)
IN RESPECT OF ANY CHANGE IN THE BASIS UPON WHICH THE INFORMATION
REQUIRED TO BE DELIVERED PURSUANT TO SUB-PARAGRAPHS (A)(I) OR (A)(II) OF
CLAUSE 22.1 (FINANCIAL STATEMENTS) IS PREPARED, THE ULTIMATE PARENT PROVIDES:
(I)
A DESCRIPTION OF THE CHANGES AND THE
ADJUSTMENTS WHICH WOULD BE REQUIRED TO BE MADE TO THAT FINANCIAL INFORMATION IN
ORDER TO CAUSE THEM TO REFLECT THE ACCOUNTING POLICIES, PRACTICES OR PROCEDURES
UPON WHICH SUCH ORIGINAL FINANCIAL STATEMENTS WERE PREPARED; AND
(II)
SUFFICIENT INFORMATION, IN SUCH DETAIL AND
FORMAT AS MAY BE REASONABLY REQUIRED BY THE FACILITY AGENT, TO ENABLE THE
LENDERS TO MAKE AN ACCURATE COMPARISON BETWEEN THE FINANCIAL POSITIONS INDICATED
BY THAT FINANCIAL INFORMATION AND BY SUCH ORIGINAL FINANCIAL STATEMENTS,
123
and any reference in this Agreement to that financial information shall be
construed as a reference to that financial information as adjusted to reflect
the basis upon which the Original Financial Statements were prepared; or
(B)
THE COMPANY NOTIFIES THE FACILITY AGENT THAT IT IS NOT LONGER
PRACTICABLE TO TEST COMPLIANCE WITH THE FINANCIAL COVENANTS SET OUT IN CLAUSE 23
(FINANCIAL CONDITION) AGAINST THE FINANCIAL INFORMATION REQUIRED TO BE DELIVERED
PURSUANT TO THIS CLAUSE 22 OR THAT IT WISHES TO CEASE PREPARING THE ADDITIONAL
INFORMATION REQUIRED BY SUB-PARAGRAPH (A) ABOVE, IN WHICH CASE:
(I)
THE FACILITY AGENT AND THE COMPANY SHALL
ENTER INTO NEGOTIATIONS WITH A VIEW TO AGREEING ALTERNATIVE FINANCIAL COVENANTS
TO REPLACE THOSE CONTAINED IN CLAUSE 23 (FINANCIAL CONDITION) IN ORDER TO
MAINTAIN A CONSISTENT BASIS FOR SUCH FINANCIAL COVENANTS (AND FOR APPROVAL BY AN
INSTRUCTING GROUP); AND
(II)
IF THE FACILITY AGENT AND THE COMPANY AGREE
ALTERNATIVE