Common use of Change in Accounting Practices Clause in Contracts

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, 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 financial covenants to replace those contained in Clause 23 (Financial Condition) which are acceptable to an Instructing Group, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Facility Agent pursuant to this sub-paragraph (b), the Facility Agent and the Company cannot agree alternative financial covenants which are acceptable to an Instructing Group, the Facility Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Company and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) above.

Change in Accounting Practices. The Company shall ensure that each set of financial information delivered to the Agents Facility Agent 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 the Original Financial Statements, unless in relation to any such set of financial information, the Company elects to notify the Agents Facility Agent 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 capitalisedcapitalised or any changes resulting from the Company’s decision to adopt IFRS) 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 the 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 the Original Financial Statements, 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) in the event of any changes to such accounting policies, practices or procedures other than resulting from the Company’s decision to adopt IFRS, if 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 financial covenants to replace those contained in Clause 23 (Financial Condition) which are acceptable to an Instructing Group, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Facility Agent pursuant to this sub-paragraph (b), the Facility Agent and the Company cannot agree alternative financial covenants which are acceptable to an Instructing Group, the Facility Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Company and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) above; or (c) in the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision to adopt IFRS, if 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 paragraph (a) above, in which case: (i) the Company shall provide the Facility Agent with a revised set of (i) financial covenant ratio levels to replace those contained in Clause 23.2 (Ratios) (the “Revised Ratios”) and (ii) financial covenant definitions to replace those contained in Clause 23.1 (Financial Definitions) (the “Revised Definitions”), in each case resulting from the adoption of IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of GAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement be amended accordingly to reflect such amendments without any further consents by any Lender, if the Facility Agent (acting on the instructions of an Instructing Group) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days after receipt thereof.

Change in Accounting Practices. The Company Each of the Obligors (other than the Parent) shall ensure that each set of financial information statements delivered to the Agents Facility Agent pursuant to paragraphs (a) and (b) of this Clause 22.1 (Financial Statements) 17 is prepared using accounting policiesApplicable Accounting Principles (save as required by law) unless, 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, statements: (a) Avis Europe promptly notifies the Company elects to notify the Agents Facility Agent that there have been one or more changes in any such accounting policies, practices practices, procedures or procedures reference period; (including, without limitation, any change in b) if amendments satisfactory to Avis Europe are agreed by the basis upon which costs are capitalisedFacility Agent (acting on the instructions of the Majority Lenders) and: within 30 days of the notification provided under paragraph (a) in respect above, those amendments shall take effect immediately upon the Majority Lenders approving such amendments; and (c) if amendments satisfactory to Avis Europe are not agreed by the Facility Agent (acting on the instructions of any change in the basis upon which Majority Lenders) within 30 days of such notification, then within 15 days following the information required to be delivered pursuant to subend of such 30-paragraphs (a)(i) or (a)(ii) of Clause 22.1 (Financial Statements) is preparedday period, the Ultimate Parent providesCo-ordinator shall either: (i) use best endeavours to procure that its auditors for the time being provide a description of the changes and the adjustments which would be required to be made to that those financial information statements in order to cause them to reflect the accounting policies, practices or practices, procedures and reference period upon which such the Original Financial Statements for Avis Europe were prepared; and (ii) prepared and 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 those financial information statements and by such the Original Financial StatementsStatements for Avis Europe, and any reference in this Agreement to that those financial information statements shall be construed as a reference to that those financial information statements as adjusted to reflect the basis upon which the Original Financial Statements for Avis Europe were prepared, provided that, if such a description is not provided by the auditors, the Co-ordinator will describe and quantify the effect to the reasonable satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders) or the Co-ordinator must comply with paragraph (ii) below; or (bii) ensure that the Company notifies the Facility Agent that it is not longer practicable to test compliance relevant financial statements are prepared in accordance 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 financial covenants to replace those contained in Clause 23 (Financial Condition) which are acceptable to an Instructing Group, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following Applicable Accounting Principles as at the date of the notice given to the Facility Agent pursuant to signing of this sub-paragraph (b), the Facility Agent and the Company cannot agree alternative financial covenants which are acceptable to an Instructing Group, the Facility Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Company and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) aboveAgreement.

Change in Accounting Practices. (a) The Company shall ensure that each set of financial information delivered to notify 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 Administrative Agent if it elects to notify the Agents that there have been make one or more changes in any such material accounting policies, practices or procedures (includingwhether resulting from the Company’s decision at any time to adopt GAAP or otherwise and, without limitationin such event the Company shall provide, any change in at the basis upon which costs are capitalised) and: (a) time of such notice, in respect of any change in the basis upon which the financial information required to be delivered pursuant to sub-paragraphs (a)(iunder Section 4.03(a)(1) or (a)(ii2) of Clause 22.1 (Financial Statements) Annex II is prepared, the Ultimate Parent provides: either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments which that 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 prior to such Original Financial Statements were prepared; and (ii) change and sufficient information, in such detail and format as may be reasonably required by the Facility Administrative Agent, to enable the Lenders to make an accurate a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1) and (2) of Annex II. Following the delivery of any such Original Financial Statementsnotice, the Required Lenders shall have the right to request, and following any reference in this Agreement such request the Company shall use commercially reasonable efforts to that provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information shall required to be construed delivered under Section 4.03(a)(1) or (2) of Annex II, as a reference to that financial information as adjusted to reflect applicable, for the basis upon which the Original Financial Statements were prepared; ormost recently completed quarter. (b) In the event of any changes to any member of the Restricted Group’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt IFRS, if the Company notifies the Facility Administrative Agent that it is not no longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial Condition) Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to this Clause 22 Section 4.03(a)(1) or that it wishes to cease preparing the additional information required by sub-paragraph (a2) above, in which caseof Annex II: (i) the Facility Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative financial covenants to replace those contained in Clause 23 (Financial Condition) definitions of “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by an Instructing Groupthe Required Lenders); and; (ii) if the Facility Administrative Agent and the Company agree upon an alternative financial covenants to replace those contained in Clause 23 (Financial Condition) which are definitions of “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio” that is acceptable to an Instructing Groupthe Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Facility Administrative Agent pursuant to this sub-paragraph (bSection 6.20(b), the Facility Administrative Agent and the Company cannot agree upon alternative financial covenants which that are acceptable to an Instructing Groupthe Required Lenders, the Facility Administrative Agent shall refer the matter to any of the Permitted Auditors an Auditor as may be agreed between the Company and the Facility Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with paragraph (aSection 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt IFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1) or (2) of Annex II: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of GAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date on which the Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c); provided that, if at any time after the Company has adopted IFRS, it then elects to adopt GAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the Delayed Amendment Effective Date (updated to reflect any other amendments made since the Delayed Amendment Effective Date) subject to any amendments in accordance with Section 6.20(a) and Section 6.20(b).

Change in Accounting Practices. The Company TCN shall ensure that each set of financial information delivered to the Agents Facility Agent pursuant to paragraphs (a) and (b) of Clause 22.1 16.1 (Financial Statements) is prepared using accounting policies, practices and procedures consistent with that applied in US GAAP as at the preparation of NTL’s Original Financial Statementsdate hereof, unless in relation to any such set of financial information, the Company information TCN elects to notify the Agents Facility Agent 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 TCN 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 US GAAP as at 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, date hereof and any reference in this Agreement to that financial information shall be construed as a reference to that financial information as adjusted to reflect US GAAP as at the basis upon which the Original Financial Statements were prepareddate hereof; or (b) the Company TCN notifies the Facility Agent that it is not longer practicable to test compliance with the financial covenants set out in Clause 23 17 (Financial Condition) against the financial information required to be delivered pursuant to this Clause 22 16 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 TCN shall enter into negotiations with a view to agreeing alternative financial covenants to replace those contained in Clause 23 17 (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 TCN agree alternative financial covenants to replace those contained in Clause 23 17 (Financial Condition) which are acceptable to an Instructing Group, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Facility Agent pursuant to this sub-paragraph (b), the Facility Agent and the Company TCN cannot agree alternative financial covenants which are acceptable to an Instructing Group, the Facility Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Company TCN and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company TCN shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) above.

Change in Accounting Practices. (a) At any time after the date of this Agreement, the Company may elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS. Thereafter, the Borrower may re-elect to apply for all purposes of this Agreement, in lieu of IFRS, GAAP. (b) Subject to the provisions of clause (a) of this Section 6.19, after any such election, accounting expressions not otherwise defined in this Agreement shall be construed in accordance with, and ratios, computations and other determinations based on GAAP contained in this Agreement shall be computed in conformity with, at the Borrower’s election, GAAP or IFRS. (c) The Company shall ensure that each set of financial information delivered to the Agents Administrative Agent pursuant to paragraphs (a) and (b) of Clause 22.1 (Financial Statements) Section 6.01 is prepared using accounting policies, practices and procedures consistent with that applied in the preparation of NTL’s Original the Annual Financial Statements, unless in relation to any such set of financial information, the Company elects to notify the Agents Administrative Agent that there have been one or more changes in any such accounting policies, practices or procedures (including, without limitation, including any change in the basis upon which costs are capitalisedcapitalized or any changes resulting from the Company’s decision at any time to adopt IFRS) and: (ai) 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) Section 6.01 is prepared, the Ultimate Parent providesCompany provides either a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the ratios set out in Section 7.08 or: (iA) 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 the Annual Financial Statements were prepared; and (iiB) sufficient information, in such detail and format as may be reasonably required by the Facility Administrative Agent, to enable the Lenders to make an accurate comparison between the financial positions indicated by that financial information and by such Original the Annual Financial Statements, 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 Annual Financial Statements were prepared; or; (bii) in the event of any changes to such accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt IFRS, if the Company notifies the Facility Administrative Agent that it is not no longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial Condition) Section 7.08 against the financial information required to be delivered pursuant to this Clause 22 Section 6.01 or that it wishes to cease preparing the additional information required by sub-paragraph (ai) above, in which case: (iA) the Facility Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon alternative financial covenants to replace those contained in Clause 23 (Financial Condition) Section 7.08 in order to maintain a consistent basis for such financial covenants (and for approval by an Instructing Groupthe Required Lenders); and (iiB) if the Facility Administrative Agent and the Company agree upon alternative financial covenants to replace those contained in Clause 23 (Financial Condition) which Section 7.08 that are acceptable to an Instructing Groupthe Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iiiC) if, after three months following the date of the notice given to the Facility Administrative Agent pursuant to this sub-paragraph clause (bii), the Facility Administrative Agent and the Company cannot agree upon alternative financial covenants which that are acceptable to an Instructing Groupthe Required Lenders, the Facility Administrative Agent shall refer the matter to any of the Permitted Auditors auditors as may be agreed between the Company and the Facility Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) above; or (iii) in the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt IFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the financial covenants set out in Section 7.08 against the financial information required to be delivered pursuant to Section 6.01 or that it wishes to cease preparing the additional information required by paragraph (a) above, in which case: (A) the Company shall provide the Administrative Agent with a revised set of (i) financial covenant ratio levels to replace those contained in Section 7.08 (the “Revised Ratios”) and (ii) relevant financial covenant definitions to replace those contained in Section 1.01 (the “Revised Definitions”), in each case resulting from the adoption of IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of GAAP, as confirmed by a report of a reputable accounting firm; and (B) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days after receipt thereof, provided that, if at any time after the Company has adopted IFRS, it then elects to adopt GAAP, this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratios and Revised Definitions and to reinstate the financial covenant ratio levels contained in Section 7.08 and the relevant financial covenant definitions contained in Section 1.01, in each case, as at the Closing Date (updated to reflect any other amendments made since the Closing Date) subject to any amendments in accordance with paragraphs (i) and (ii) above and provided that the reconciliation required under paragraph (i) above is also provided by the Company.

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 Initial Borrower shall notify the preparation of NTL’s Original Financial Statements, unless in relation to any such set of financial information, the Company Administrative Agent if it elects to notify the Agents that there have been make one or more changes in any such material accounting policies, practices or procedures (includingwhether resulting from the Initial Borrower’s decision at any time to adopt IFRS or otherwise and, without limitationin such event the Initial Borrower shall provide, any change in at the basis upon which costs are capitalised) and: (a) time of such notice, in respect of any change in the basis upon which the financial information required to be delivered pursuant to sub-paragraphs (a)(iunder Section 4.03(a)(1) or (a)(ii2) of Clause 22.1 (Financial Statements) Annex II is prepared, the Ultimate Parent provides: either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments which that 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 prior to such Original Financial Statements were prepared; and (ii) change and sufficient information, in such detail and format as may be reasonably required by the Facility Administrative Agent, to enable the Lenders to make an accurate a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1) and (2) of Annex II. Following the delivery of any such Original Financial Statementsnotice, the Required Lenders shall have the right to request, and following any reference in this Agreement such request the Initial Borrower shall use commercially reasonable efforts to that provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information shall required to be construed delivered under Section 4.03(a)(1) or (2) of Annex II, as a reference to that financial information as adjusted to reflect applicable, for the basis upon which the Original Financial Statements were prepared; ormost recently completed quarter. (b) In the Company event of any changes to any member of the Restricted Group’s accounting policies, practices or procedures other than resulting from the Initial Borrower’s decision at any time to adopt IFRS, if the Initial Borrower notifies the Facility Administrative Agent that it is not no longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial Condition) Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to this Clause 22 Section 4.03(a)(1) or that it wishes to cease preparing the additional information required by sub-paragraph (a2) above, in which caseof Annex II: (i) the Facility Administrative Agent and the Company Initial Borrower shall enter into negotiations with a view to agreeing upon an alternative financial covenants to replace those contained in Clause 23 (Financial Condition) definitions of “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by an Instructing Groupthe Required Lenders); and; (ii) if the Facility Administrative Agent and the Company Initial Borrower agree upon an alternative financial covenants to replace those contained in Clause 23 (Financial Condition) which are definitions of “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio” that is acceptable to an Instructing Groupthe Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Facility Administrative Agent pursuant to this sub-paragraph (bSection 6.20(b), the Facility Administrative Agent and the Company Initial Borrower cannot agree upon alternative financial covenants which that are acceptable to an Instructing Groupthe Required Lenders, the Facility Administrative Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Company Initial Borrower and the Facility Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company Initial Borrower shall continue to prepare financial information and calculate such covenants in accordance with paragraph (aSection 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Initial Borrower’s decision at any time to adopt IFRS, if the Initial Borrower notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1) or (2) of Annex II: (i) the Initial Borrower shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of IFRS by the Initial Borrower and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of GAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date on which the Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c); provided that, if at any time after the Initial Borrower has adopted IFRS, it then elects to adopt GAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the Effective Date (updated to reflect any other amendments made since the Effective Date) subject to any amendments in accordance with Sections 6.20(a) and (b).

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 Initial Borrower shall notify the preparation of NTL’s Original Financial Statements, unless in relation to any such set of financial information, the Company Administrative Agent if it elects to notify the Agents that there have been make one or more changes in any such material accounting policies, practices or procedures (includingwhether resulting from the Initial Borrower’s decision at any time to adopt IFRS or otherwise and, without limitationin such event the Initial Borrower shall provide, any change in at the basis upon which costs are capitalised) and: (a) time of such notice, in respect of any change in the basis upon which the financial information required to be delivered pursuant to sub-paragraphs (a)(iunder Section 4.03(a)(1) or (a)(ii2) of Clause 22.1 (Financial Statements) Annex II is prepared, the Ultimate Parent provides: either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments which that 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 prior to such Original Financial Statements were prepared; and (ii) change and sufficient information, in such detail and format as may be reasonably required by the Facility Administrative Agent, to enable the Lenders to make an accurate a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1) and (2) of Annex XX. Xxllowing the delivery of any such Original Financial Statementsnotice, the Required Lenders shall have the right to request, and following any reference in this Agreement such request the Initial Borrower shall use commercially reasonable efforts to that provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information shall required to be construed delivered under Section 4.03(a)(1) or (2) of Annex II, as a reference to that financial information as adjusted to reflect applicable, for the basis upon which the Original Financial Statements were prepared; ormost recently completed quarter. (b) In the Company event of any changes to any member of the Restricted Group’s accounting policies, practices or procedures other than resulting from the Initial Borrower’s decision at any time to adopt IFRS, if the Initial Borrower notifies the Facility Administrative Agent that it is not no longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial Condition) Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to this Clause 22 Section 4.03(a)(1) or that it wishes to cease preparing the additional information required by sub-paragraph (a2) above, in which caseof Annex XX: (i) the Facility Administrative Agent and the Company Initial Borrower shall enter into negotiations with a view to agreeing upon an alternative financial covenants to replace those contained in Clause 23 (Financial Condition) definitions of “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by an Instructing Groupthe Required Lenders); and; (ii) if the Facility Administrative Agent and the Company Initial Borrower agree upon alternative financial covenants to replace those contained in Clause 23 (Financial Condition) which are definitions of “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio” that is acceptable to an Instructing Groupthe Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Facility Administrative Agent pursuant to this sub-paragraph (bSection 6.19(b), the Facility Administrative Agent and the Company Initial Borrower cannot agree upon alternative financial covenants which that are acceptable to an Instructing Groupthe Required Lenders, the Facility Administrative Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Company Initial Borrower and the Facility Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company Initial Borrower shall continue to prepare financial information and calculate such covenants in accordance with paragraph (aSection 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Initial Borrower’s decision at any time to adopt IFRS, if the Initial Borrower notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1) or (2) of Annex II: (i) the Initial Borrower shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of IFRS by the Initial Borrower and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of GAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date on which the Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.19 (c); provided that, if at any time after the Initial Borrower has adopted IFRS, it then elects to adopt GAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the 2021 Amendment Effective Date (updated to reflect any other amendments made since the 2021 Amendment Effective Date) subject to any amendments in accordance with Sections 6.19(a) and (b).

Change in Accounting Practices. (a) At any time after the date of this Agreement, the Parent may elect to apply for all purposes of this Agreement, in lieu of IFRS, GAAP. Thereafter, the Parent may re-elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS. (b) Subject to the provisions of this Clause 24.4, after any such election in accordance with paragraph (a) above all: (i) accounting expressions not otherwise defined in this Agreement shall be construed in accordance with; and (ii) ratios, computations, and other determinations based on IFRS contained in this Agreement shall be computed in conformity with, at the Borrower’s election, IFRS or GAAP. (c) The Company Parent shall ensure that each set of financial information delivered to the Agents Facility Agent pursuant to paragraphs (a) and (bparagraph 24.2(a) of Clause 22.1 24.2 (Financial StatementsInformation) is prepared using accounting policies, practices and procedures consistent with that applied in the preparation of NTL’s the Original Financial Statements, unless in relation to any such set of financial information, the Company Parent elects to notify the Agents Facility Agent 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 capitalisedcapitalised or any changes resulting from the Parent’s decision at any time to adopt GAAP) and: (ai) 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 24.2 (Financial StatementsInformation) is prepared, the Ultimate Parent providesprovides either a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the ratios set out in Clause 23.2 (Financial Ratios) or: (iA) 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 the Original Financial Statements were prepared; and (iiB) 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 the Original Financial Statements, 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; (bii) in the Company event of any changes to such accounting policies, practices or procedures other than resulting from the Parent’s decision at any time to adopt GAAP, if the Parent notifies the Facility Agent that it is not no longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial ConditionCovenants) against the financial information required to be delivered pursuant to this Clause 22 24 (Undertakings) or that it wishes to cease preparing the additional information required by sub-paragraph (ai) above, in which case: (iA) the Facility Agent and the Company Parent shall enter into negotiations with a view to agreeing alternative financial covenants to replace those contained in Clause 23 (Financial ConditionCovenants) in order to maintain a consistent basis for such financial covenants (and for approval by an the Instructing Group); and (iiB) if the Facility Agent and the Company Parent agree alternative financial covenants to replace those contained in Clause 23 (Financial ConditionCovenants) which are acceptable to an the Instructing Group, such alternative financial covenants shall be binding on all parties hereto; and (iiiC) if, after three months following the date of the notice given to the Facility Agent pursuant to this sub-paragraph (b), the Facility Agent and the Company Parent cannot agree alternative financial covenants which are acceptable to an the Instructing Group, the Facility Agent shall refer the matter to any of the Permitted Auditors auditors as may be agreed between the Company Parent and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company Parent shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) above; or (iii) in the event of any changes to such accounting policies, practices or procedures resulting from the Parent’s decision at any time to adopt GAAP, if the Parent notifies the Facility Agent that it is no longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial Covenants) against the financial information required to be delivered pursuant to this Clause 24 (Undertakings) or that it wishes to cease preparing the additional information required by paragraph (a) above, in which case: (A) the Parent shall provide the Facility Agent with a revised set of (i) financial covenant ratio levels to replace those contained in Clause 23.2 (Financial Ratios) (the “Revised Ratios”) and (ii) financial covenant definitions to replace those contained in Clause 23.1 (Financial Definitions) (the “Revised Definitions”), in each case resulting from the adoption of GAAP by the Parent and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRS, as confirmed by a report of a reputable accounting firm; and (B) the Revised Ratios and Revised Definitions shall become effective, and this Agreement be amended accordingly to reflect such amendments without any further consents from any Lender, if the Facility Agent (acting on the instructions of the Instructing Group) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days after receipt thereof, provided that, if at any time after the Parent has adopted GAAP, it then elects to adopt IFRS, this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratios and Revised Definitions and to reinstate the financial covenant ratio levels contained in Clause 23.2 (Financial Ratios) and the financial covenant definitions contained in Clause 23.1 (Financial Definitions), in each case, as at the Signing Date (updated to reflect any other amendments made since the Signing Date) subject to any amendments in accordance with paragraphs (i) and (ii) above and provided that the reconciliation required under paragraph (i) above is also provided by the Parent.

Change in Accounting Practices. (a) At any time after the date of this Agreement, the Company may elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS. Thereafter, the Borrower may re-elect to apply for all purposes of this Agreement, in lieu of IFRS, GAAP. (b) Subject to the provisions of clause (a) of this Section 6.19, after any such election, accounting expressions not otherwise defined in this Agreement shall be construed in accordance with, and ratios computations and other determinations based on GAAP contained in this Agreement shall be computed in conformity with, at the Borrower’s election, GAAP or IFRS. (c) The Company shall ensure that each set of financial information delivered to the Agents Administrative Agent pursuant to paragraphs (a) and (b) of Clause 22.1 (Financial Statements) Section 6.01 is prepared using accounting policies, practices and procedures consistent with that applied in the preparation of NTL’s Original the Annual Financial Statements, unless in relation to any such set of financial information, the Company elects to notify the Agents Administrative Agent that there have been one or more changes in any such accounting policies, practices or procedures (including, without limitation, including any change in the basis upon which costs are capitalisedcapitalized or any changes resulting from the Company’s decision at any time to adopt IFRS) and: (ai) 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) Section 6.01 is prepared, the Ultimate Parent providesCompany provides either a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the ratios set out in Section 7.08 or: (iA) 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 the Annual Financial Statements were prepared; and (iiB) sufficient information, in such detail and format as may be reasonably required by the Facility Administrative Agent, to enable the Lenders to make an accurate comparison between the financial positions indicated by that financial information and by such Original the Annual Financial Statements, 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 Annual Financial Statements were prepared; or; (bii) in the event of any changes to such accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt IFRS, if the Company notifies the Facility Administrative Agent that it is not no longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial Condition) Section 7.08 against the financial information required to be delivered pursuant to this Clause 22 Section 6.01 or that it wishes to cease preparing the additional information required by sub-paragraph (ai) above, in which case: (iA) the Facility Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon alternative financial covenants to replace those contained in Clause 23 (Financial Condition) Section 7.08 in order to maintain a consistent basis for such financial covenants (and for approval by an Instructing Groupthe Required Lenders); and (iiB) if the Facility Administrative Agent and the Company agree upon alternative financial covenants to replace those contained in Clause 23 (Financial Condition) which Section 7.08 that are acceptable to an Instructing Groupthe Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iiiC) if, after three months following the date of the notice given to the Facility Administrative Agent pursuant to this sub-paragraph clause (bii), the Facility Administrative Agent and the Company cannot agree upon alternative financial covenants which that are acceptable to an Instructing Groupthe Required Lenders, the Facility Administrative Agent shall refer the matter to any of the Permitted Auditors auditors as may be agreed between the Company and the Facility Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) above; or (iii) in the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt IFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the financial covenants set out in Section 7.08 against the financial information required to be delivered pursuant to Section 6.01 or that it wishes to cease preparing the additional information required by paragraph (a) above, in which case: (A) the Company shall provide the Administrative Agent with a revised set of (i) financial covenant ratio levels to replace those contained in Section 7.08 (the “Revised Ratios”) and (ii) relevant financial covenant definitions to replace those contained in Section 1.01 (the “Revised Definitions”), in each case resulting from the adoption of IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of GAAP, as confirmed by a report of a reputable accounting firm; and (B) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days after receipt thereof, provided that, if at any time after the Company has adopted IFRS, it then elects to adopt GAAP, this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratios and Revised Definitions and to reinstate the financial covenant ratio levels contained in Section 7.08 and the relevant financial covenant definitions contained in Section 1.01, in each case, as at the Closing Date (updated to reflect any other amendments made since the Closing Date) subject to any amendments in accordance with paragraphs (i) and (ii) above and provided that the reconciliation required under paragraph (i) above is also provided by the Company.

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 NTLs 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, 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 financial covenants to replace those contained in Clause 23 (Financial Condition) which are acceptable to an Instructing Group, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Facility Agent pursuant to this sub-paragraph (b), the Facility Agent and the Company cannot agree alternative financial covenants which are acceptable to an Instructing Group, the Facility Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Company and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with paragraph (a) above.