Common use of PARENT UNDERTAKINGS Clause in Contracts

PARENT UNDERTAKINGS. The Parent undertakes by its counter-signature of this letter to: 5.1 procure that no issuer of NTL Group Notes (or any party on such issuer's behalf) at any time purchases or buys-back any of the NTL Group Notes issued by it or by any other member of the Group; 5.2 procure that no member of the Group which is a Guarantor as at the date of this letter resigns as a Guarantor; 5.3 provide to the Agent (in sufficient copies for all Banks, if the Agent so requests) a 13 week rolling cash flow forecast for the UK Group (the "FORECAST") which shall be updated by the Borrower and provided to the Agent on a fortnightly basis (the first Forecast to be delivered pursuant to this paragraph 5.3 shall be delivered by the Borrower to the Agent on 5 March 2002). Each Forecast shall be in substantially the same form as the pro forma Forecast agreed by and delivered to the Agent prior to the date hereof and shall include details of cash balances for members of the Group in substantially the same form as that information appears in, and in respect of the same members of the Group as, the aforementioned pro forma Forecast; 5.4 supply or otherwise make available to the Co-Ordinators an index of any information relating to the Parent or the UK Group or any member of the UK Group which is provided to the Noteholders (or any of them) by any member of the Group where such information is materially different from any information which has been provided to the Co-Ordinators and/or the Steering Committee and/or the Agent and/or the Banks. If requested by the Co-Ordinators, the Parent shall make such aforementioned information available to the Co-Ordinators on the same basis as such information is made available to the Noteholders PROVIDED THAT the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent in a form acceptable to the Parent (acting reasonably); 5.5 provide to the Co-Ordinators copies of: 5.5.1 any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation; and 5.5.2 any material comments sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors on any material term sheets which relate to the Proposed Recapitalisation; 5.6 ensure that any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation are expressly marked so as to indicate that any conclusive agreement (whether or not subject to satisfaction of conditions) by any member of the Group in relation to the Proposed Recapitalisation is subject to such member of the Group obtaining the prior written consent of the Banks; 5.7 procure that the Borrower keeps the Co-ordinators informed at each meeting between the Borrower and the Co-Ordinators of all material developments in relation to and, at the request of the Co-Ordinators, make available to the Co-Ordinators all requested documentation relating to: 5.7.1 any possible strategic investment in the Group (or any member of the Group) by any person; or 5.7.2 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the UK Group where such disposal is material in the context of the UK Group taken as a whole; or 5.7.3 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the Group not being a member of the UK Group where such disposal is material in the context of the Group (excluding for the purposes of this paragraph 5.7.3 the UK Group) taken as a whole, PROVIDED THAT the Borrower shall only make any such information and requested documentation available to the Co-Ordinators if the Co-Ordinators have first signed a confidentiality undertaking in favour of the Borrower in a form acceptable to the Borrower (acting reasonably) and PROVIDED FURTHER THAT the Borrower shall not be obliged to make such information and requested documentation available to the Co-Ordinators if the Borrower demonstrates to the satisfaction of the Co-Ordinators (by the delivery of a letter from the Group's external legal advisors confirming the same, or by other satisfactory means) that it is prohibited from making the information or, as the case may be, requested documentation available under the terms of a confidentiality undertaking it has entered into with a third party; and 5.8 procure that no member of the Covenant Group makes any Permitted Payment other than: 5.8.1 a Permitted Payment falling within paragraph (b) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT the aggregate amount of all such Permitted Payments made during the period from (and including) the date hereof to (and including) the date of termination of the Consent shall not exceed L5,000,000; 5.8.2 a Permitted Payment falling within paragraph (c)(i), (iv) (but only in respect of any bonds, notes or similar public debt instruments issued by the Parent) or (v) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT prior to the proposed Permitted Payment being made the Parent demonstrates to the satisfaction of the Agent (it being agreed that the Agent shall be satisfied if the most recently delivered Forecast confirms the same) that in the absence of the Parent receiving the proposed Permitted Payment it will, following the making of the relevant cash payment obligation in respect of which the Permitted Payment is proposed to be made, have cash resources available to it in an amount less than L25,000,000; and 5.8.3 a Permitted Payment falling within paragraph (d) or (e) of the definition of Permitted Payment in the Credit Agreement.

PARENT UNDERTAKINGS. The Parent undertakes by its counter-signature of this letter to: 5.1 procure that no issuer of NTL Group Notes (or any party on such issuer's behalf) at any time purchases or buys-back any of the NTL Group Notes issued by it or by any other member of the Group; 5.2 procure that no member of the Group which is a Guarantor as at the date of this letter resigns as a Guarantor; 5.3 provide to the Agent (in sufficient copies for all Banks, if the Agent so requests) a 13 week rolling cash flow forecast for the UK Group (the "FORECAST") which shall be updated by the Borrower Parent and provided to the Agent on a fortnightly basis (the first Forecast to be delivered pursuant to this paragraph 5.3 shall be delivered by the Borrower Parent to the Agent on 5 March 2 April 2002). Each Forecast shall be in substantially the same form as the pro forma Forecast agreed by and delivered to the Agent prior to the date hereof and shall include details of cash balances for members of the Group in substantially the same form as that information appears in, and in respect of the same members of the Group as, the aforementioned pro forma Forecast; 5.4 supply or otherwise make available to the Co-Ordinators an index of any information relating to the Parent NTL CC or the UK Group or any member of the UK Group which is provided to the Noteholders (or any of them) by any member of the Group where such information is materially different from any information which has been provided to the Co-Ordinators and/or the Steering Committee and/or the Agent and/or the Banks. If requested by the Co-Ordinators, the Parent shall make such aforementioned information available to the Co-Ordinators on the same basis as such information is made available to the Noteholders PROVIDED THAT the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent in a form acceptable to the Parent (acting reasonably); 5.5 provide to the Co-Ordinators copies of: 5.5.1 any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation; and 5.5.2 any material comments sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors on any material term sheets which relate to the Proposed Recapitalisation; 5.6 ensure that any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation are expressly marked so as to indicate that any conclusive agreement (whether or not subject to satisfaction of conditions) by any member of the Group in relation to the Proposed Recapitalisation is subject to such member of the Group obtaining the prior written consent of the Banks; 5.7 procure that the Borrower keeps keep the Co-ordinators informed at each meeting between the Borrower Parent and the Co-Ordinators of all material developments in relation to and, at the request of the Co-Ordinators, make available to the Co-Ordinators all requested documentation relating to: 5.7.1 any possible strategic investment in the Group (or any member of the Group) by any person; or 5.7.2 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the UK Group where such disposal is material in the context of the UK Group taken as a whole; or 5.7.3 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the Group not being a member of the UK Group where such disposal is material in the context of the Group (excluding for the purposes of this paragraph 5.7.3 the UK Group) taken as a whole, PROVIDED THAT the Borrower Parent shall only make any such information and requested documentation available to the Co-Ordinators if the Co-Ordinators have first signed a confidentiality undertaking in favour of the Borrower Parent in a form acceptable to the Borrower Parent (acting reasonably) and PROVIDED FURTHER THAT the Borrower Parent shall not be obliged to make such information and requested documentation available to the Co-Ordinators if the Borrower Parent demonstrates to the satisfaction of the Co-Ordinators (by the delivery of a letter from the Group's external legal advisors confirming the same, or by other satisfactory means) that it is prohibited from making the information or, as the case may be, requested documentation available under the terms of a confidentiality undertaking it has entered into with a third party; and; 5.8 on or before 5 April 2002, provide to the Agent (in sufficient copies for all the Banks (if the Agent so requests) and in form reasonably satisfactory to the Agent) a timeline setting out the steps proposed to be taken (and the date by which such steps are proposed to be taken) in connection with the Proposed Steps and/or the NTL CC Negotiations; 5.9 procure that no member of the Covenant UK Group makes any Permitted Payment other than: 5.8.1 5.9.1 a Permitted Payment falling within paragraph (b) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT the aggregate amount of all such Permitted Payments made during the period from (and including) the date hereof 8 March 2002 to (and including) the date of termination of the Consent shall not exceed L5,000,000; 5.8.2 5.9.2 a Permitted Payment falling within paragraph (c)(i), (iv) (but only in respect of any bonds, notes or similar public debt instruments issued by the ParentNTL CC) or (v) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT prior to the proposed Permitted Payment being made the Parent NTL CC demonstrates to the satisfaction of the Agent (it being agreed that the Agent shall be satisfied if the most recently delivered Forecast confirms the same) that in the absence of the Parent NTL CC receiving the proposed Permitted Payment it the Group (excluding NTL Australia, the UK Group, the NTL Diamond Sub-Group, the NTL Triangle Sub-Group, the Cablecom Group and any non-wholly owned subsidiaries of the Group) (the "RELEVANT GROUP") will, following the making of the relevant cash payment obligation in respect of which the Permitted Payment is proposed to be made, have cash resources available to it in an aggregate amount less than L25,000,000; andL25,000,000 (excluding an amount of AUS$20,000,000 held in an escrow account in connection with the disposal of NTL Australia) and for the purpose of this paragraph 5.9.2 the Relevant Group shall be deemed to have cash resources available to it (in addition to the cash resources actually available to it) in an amount equal to the amount of any cash paid (provided that any such cash payment shall only be counted for so long as such cash has not been spent by the recipient thereof) by any member of the Relevant Group after the date of first posting of this Consent on the relevant Intralinks site to any member of the NTL Diamond Sub-Group or any member of the NTL Triangle Sub-Group or any non-wholly owned subsidiary of the Group (which is not otherwise a member of the Relevant Group) in circumstances where the actual cash resources of the NTL Diamond Sub-Group, the NTL Triangle Sub-Group or the relevant non-wholly owned subsidiary (as the case may be) at the time of payment are greater than, or to the extent that they become greater than, $10,000,000, $10,000,000 and $1,000,000 respectively after deducting any amounts to be paid by the NTL Diamond Sub-Group, the NTL Triangle Sub-Group or non-wholly owned subsidiary (as the case may be) in connection with which the relevant payment is made; 5.8.3 5.9.3 a Permitted Payment falling within paragraph (d) or (ef) of the definition of Permitted Payment in the Credit Agreement; and 5.9.4 a Permitted Payment falling within the definition of Additional Permitted Payment; 5.10 to procure that, and NTL CC undertakes to procure that, no cash payments are made by any member of the Restricted Group (as defined in paragraph 5.

PARENT UNDERTAKINGS. The Parent undertakes by its counter-signature of this letter to: 5.1 procure that no issuer of NTL Group Notes (or any party on such issuer's behalf) at any time purchases or buys-back any of the NTL Group Notes issued by it or by any other member of the Group; 5.2 procure that no member of the Group which is a Guarantor as at the date of this letter resigns as a Guarantor; 5.3 provide to the Agent (in sufficient copies for all Banks, if the Agent so requests) a 13 week rolling cash flow forecast for the UK Group (the "FORECAST") which shall be updated by the Borrower Parent and provided to the Agent on a fortnightly basis (the first Forecast to be delivered pursuant to this paragraph 5.3 shall be delivered by the Borrower Parent to the Agent on 5 March 2002). Each Forecast shall be in substantially the same form as the pro forma Forecast agreed by and delivered to the Agent prior to the date hereof and shall include details of cash balances for members of the Group in substantially the same form as that information appears in, and in respect of the same members of the Group as, the aforementioned pro forma Forecast; 5.4 supply or otherwise make available to the Co-Ordinators an index of any information relating to the Parent NTL CC or the UK Group or any member of the UK Group which is provided to the Noteholders (or any of them) by any member of the Group where such information is materially different from any information which has been provided to the Co-Ordinators and/or the Steering Committee and/or the Agent and/or the Banks. If requested by the Co-Ordinators, the Parent shall make such aforementioned information available to the Co-Ordinators on the same basis as such information is made available to the Noteholders PROVIDED THAT the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent in a form acceptable to the Parent (acting reasonably); 5.5 provide to the Co-Ordinators copies of: 5.5.1 any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation; and 5.5.2 any material comments sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors on any material term sheets which relate to the Proposed Recapitalisation; 5.6 ensure that any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation are expressly marked so as to indicate that any conclusive agreement (whether or not subject to satisfaction of conditions) by any member of the Group in relation to the Proposed Recapitalisation is subject to such member of the Group obtaining the prior written consent of the Banks; 5.7 procure that the Borrower keeps keep the Co-ordinators informed at each meeting between the Borrower Parent and the Co-Ordinators of all material developments in relation to and, at the request of the Co-Ordinators, make available to the Co-Ordinators all requested documentation relating to: 5.7.1 any possible strategic investment in the Group (or any member of the Group) by any person; or 5.7.2 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the UK Group where such disposal is material in the context of the UK Group taken as a whole; or 5.7.3 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the Group not being a member of the UK Group where such disposal is material in the context of the Group (excluding for the purposes of this paragraph 5.7.3 the UK Group) taken as a whole, PROVIDED THAT the Borrower Parent shall only make any such information and requested documentation available to the Co-Ordinators if the Co-Ordinators have first signed a confidentiality undertaking in favour of the Borrower Parent in a form acceptable to the Borrower Parent (acting reasonably) and PROVIDED FURTHER THAT the Borrower Parent shall not be obliged to make such information and requested documentation available to the Co-Ordinators if the Borrower Parent demonstrates to the satisfaction of the Co-Ordinators (by the delivery of a letter from the Group's external legal advisors confirming the same, or by other satisfactory means) that it is prohibited from making the information or, as the case may be, requested documentation available under the terms of a confidentiality undertaking it has entered into with a third party; and 5.8 procure that no member of the Covenant UK Group makes any Permitted Payment other than: 5.8.1 a Permitted Payment falling within paragraph (b) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT the aggregate amount of all such Permitted Payments made during the period from (and including) the date hereof to (and including) the date of termination of the Consent shall not exceed L5,000,000; 5.8.2 a Permitted Payment falling within paragraph (c)(i), (iv) (but only in respect of any bonds, notes or similar public debt instruments issued by the ParentNTL CC) or (v) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT prior to the proposed Permitted Payment being made the Parent NTL CC demonstrates to the satisfaction of the Agent (it being agreed that the Agent shall be satisfied if the most recently delivered Forecast confirms the same) that in the absence of the Parent NTL CC receiving the proposed Permitted Payment it will, following the making of the relevant cash payment obligation in respect of which the Permitted Payment is proposed to be made, have cash resources available to it in an amount less than L25,000,000; and 5.8.3 a Permitted Payment falling within paragraph (d) or (ef) of the definition of Permitted Payment in the Credit Agreement.

PARENT UNDERTAKINGS. The Parent undertakes by its counter-signature of this letter to: 5.1 procure that no issuer of NTL Group Notes (or any party on such issuer's behalf) at any time purchases or buys-back any of the NTL Group Notes issued by it or by any other member of the NTL Inc. Group; 5.2 procure that no member of the NTL Inc. Group which is a Guarantor as at the date of this letter resigns as a Guarantor; 5.3 provide to the Agent (in sufficient copies for all Banks, if the Agent so requests) a 13 week rolling cash flow forecast for the UK Restricted Group (the "FORECAST") which shall be updated by the Borrower Parent and provided to the Agent on a fortnightly basis (the first Forecast to be delivered pursuant to this paragraph 5.3 shall be delivered by the Borrower Parent to the Agent on 5 March 2 April 2002). Each Forecast shall be in substantially the same form as the pro forma Forecast agreed by and delivered to the Agent prior to the date hereof and shall include details of cash balances for members of the Restricted Group in substantially the same form as that information appears in, and in respect of the same members of the Restricted Group as, the aforementioned pro forma Forecast; 5.4 supply or otherwise make available to the Co-Ordinators an index of any information relating to the Parent or the UK Restricted Group or any member of the UK Restricted Group which is provided to the Noteholders (or any of them) by any member of the Restricted Group where such information is materially different from any information which has been provided to the Co-Ordinators and/or the Steering Committee and/or the Agent and/or the Banks. If requested by the Co-Ordinators, the Parent shall make such aforementioned information available to the Co-Ordinators on the same basis as such information is made available to the Noteholders PROVIDED THAT the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent in a form acceptable to the Parent (acting reasonably); 5.5 provide to the Co-Ordinators copies of: 5.5.1 any material term sheets sent by any member of the NTL Inc. Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation; and 5.5.2 any material comments sent by any member of the NTL Inc. Group to the Noteholders (or any of them) and/or any of their advisors on any material term sheets which relate to the Proposed Recapitalisation; 5.6 ensure that any material term sheets sent by any member of the NTL Inc. Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation are expressly marked so as to indicate that any conclusive agreement (whether or not subject to satisfaction of conditions) by any member of the NTL Inc. Group in relation to the Proposed Recapitalisation is subject to such member of the NTL Inc. Group obtaining the prior written consent of the Banks; 5.7 procure that the Borrower keeps the Co-ordinators are kept informed at each meeting between the Borrower Parent, (and, in the case of paragraph 5.7.2 only, the Parent, the Shareholder and/or the Principal Borrower) and the Co-Ordinators of all material developments in relation to and, at the request of the Co-Ordinators, make available to the Co-Ordinators all requested documentation relating to: 5.7.1 any possible strategic investment in the NTL Inc. Group (or any member of the NTL Inc. Group) by any person; or 5.7.2 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the UK Restricted Group where such disposal is material in the context of the UK Restricted Group taken as a whole; or 5.7.3 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the NTL Inc. Group not being a member of the UK Restricted Group where such disposal is material in the context of the NTL Inc. Group (excluding for the purposes of this paragraph 5.7.3 the UK Restricted Group) taken as a whole, PROVIDED THAT the Parent, the Shareholder and the Principal Borrower shall only make any such information and requested documentation available to the Co-Ordinators if the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent, the Shareholder or, as the case may be, the Principal Borrower in a form acceptable to the Parent, the Shareholder or, as the case may be, the Principal Borrower (in each case acting reasonably) and PROVIDED FURTHER THAT the Parent, the Shareholder and the Principal Borrower shall not be obliged to make such information and requested documentation available to the Co-Ordinators if the Parent, the Shareholder or, as the case may be, the Principal Borrower demonstrates to the satisfaction of the Co-Ordinators (by the delivery of a letter from the Group's external legal advisors confirming the same, or by other satisfactory means) that it is prohibited from making the information or, as the case may be, requested documentation available under the terms of a confidentiality undertaking it has entered into with a third party; 5.8 use its reasonable endeavours, and procure that the members of the NTL Inc. Group use their reasonable endeavours, to consider with the Agent (on behalf of the Banks) possible methods of providing the Banks with additional credit enhancement in relation to the Facilities and/or the Obligors (it being acknowledged by the Agent (on behalf of the Banks)) that the ability of certain members of the NTL Inc. Group to grant security is restricted by certain existing contractual arrangements binding on them; 5.9 on or before 12 April 2002, provide to the Agent (in sufficient copies for all the Banks (if the Agent so requests) and in form reasonably satisfactory to the Agent): 5.9.1 a timeline setting out the steps proposed to be taken (and the date by which such steps are proposed to be taken) in connection with the Proposed Steps and/or the Parent Negotiations; 5.9.2 an up-to-date Group Structure Chart verified by Swiss counsel to the Parent and which the Banks are authorised (by the Parent's Swiss counsel) to rely upon; and 5.8 procure that no member of 5.9.3 a contingency business plan for the Covenant Shareholder and the Restricted Group makes any Permitted Payment other thanon the basis that: 5.8.1 a Permitted Payment falling within paragraph (a) no new funding (including no further drawings under the Credit Agreement) will be available; and (b) any requested funding, as may be agreed by the Banks, will not be sufficient to satisfy funding requirements of the definition Shareholder and the Restricted Group during the calendar year 2002; 5.10 no later than 10 Business Days after the request of Permitted Payment the Agent or, as the case may be, the Co-ordinators, settle any outstanding invoices issued by legal, accounting or other professional advisors appointed by the Agent or, as the case may be, the Co-ordinators (unless the relevant invoice is being queried by the Parent in good faith); and 5.11 procure that the restrictions set out in the Credit Agreement PROVIDED THAT the aggregate amount of all such Permitted Payments made during the period from (and including) the date hereof to (and including) the date of termination of the Consent shall not exceed L5,000,000; 5.8.2 a Permitted Payment falling within paragraph (c)(i), (iv) (but only schedule hereto in respect of any bonds, notes or similar public debt instruments issued by the Parent) or (v) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT prior to the proposed Acquisitions and Permitted Payment being made the Parent demonstrates to the satisfaction of the Agent (it being agreed that the Agent shall be satisfied if the most recently delivered Forecast confirms the same) that in the absence of the Parent receiving the proposed Permitted Payment it will, following the making of the relevant cash payment obligation in respect of which the Permitted Payment is proposed to be made, have cash resources available to it in an amount less than L25,000,000; and 5.8.3 a Permitted Payment falling within paragraph (d) or (e) of the definition of Permitted Payment in the Credit AgreementEncumbrances are complied with.

PARENT UNDERTAKINGS. The Parent undertakes by its counter-signature of this letter to: 5.1 procure that no issuer of NTL Group Notes (or any party on such issuer's behalf) at any time purchases or buys-back any of the NTL Group Notes issued by it or by any other member of the NTL Inc. Group; 5.2 procure that no member of the NTL Inc. Group which is a Guarantor as at the date of this letter resigns as a Guarantor; 5.3 provide to the Agent (in sufficient copies for all Banks, if the Agent so requests) a 13 week rolling cash flow forecast for the UK Restricted Group (the "FORECAST") which shall be updated by the Borrower Parent and provided to the Agent on a fortnightly basis (the first Forecast to be delivered pursuant to this paragraph 5.3 shall be delivered by the Borrower Parent to the Agent on 5 March 2002). Each Forecast shall be in substantially the same form as the pro forma Forecast agreed by and delivered to the Agent prior to the date hereof and shall include details of cash balances for members of the Restricted Group in substantially the same form as that information appears in, and in respect of the same members of the Restricted Group as, the aforementioned pro forma Forecast; 5.4 supply or otherwise make available to the Co-Ordinators an index of any information relating to the Parent or the UK Restricted Group or any member of the UK Restricted Group which is provided to the Noteholders (or any of them) by any member of the Restricted Group where such information is materially different from any information which has been provided to the Co-Ordinators and/or the Steering Committee and/or the Agent and/or the Banks. If requested by the Co-Ordinators, the Parent shall make such aforementioned information available to the Co-Ordinators on the same basis as such information is made available to the Noteholders PROVIDED THAT the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent in a form acceptable to the Parent (acting reasonably); 5.5 provide to the Co-Ordinators copies of: 5.5.1 any material term sheets sent by any member of the NTL Inc. Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation; and 5.5.2 any material comments sent by any member of the NTL Inc. Group to the Noteholders (or any of them) and/or any of their advisors on any material term sheets which relate to the Proposed Recapitalisation; 5.6 ensure that any material term sheets sent by any member of the NTL Inc. Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation are expressly marked so as to indicate that any conclusive agreement (whether or not subject to satisfaction of conditions) by any member of the NTL Inc. Group in relation to the Proposed Recapitalisation is subject to such member of the NTL Inc. Group obtaining the prior written consent of the Banks; 5.7 procure that the Borrower keeps the Co-ordinators are kept informed at each meeting between the Borrower Parent, (and, in the case of paragraph 5.7.2 only, the Parent, the Shareholder and/or the Principal Borrower) and the Co-Ordinators of all material developments in relation to and, at the request of the Co-Ordinators, make available to the Co-Ordinators all requested documentation relating to: 5.7.1 any possible strategic investment in the NTL Inc. Group (or any member of the NTL Inc. Group) by any person; or 5.7.2 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the UK Restricted Group where such disposal is material in the context of the UK Restricted Group taken as a whole; or 5.7.3 any proposed disposal of, by one or more transactions or series of transactions (whether related or not), the whole or any part of the revenues or assets of any member of the NTL Inc. Group not being a member of the UK Restricted Group where such disposal is material in the context of the NTL Inc. Group (excluding for the purposes of this paragraph 5.7.3 the UK Restricted Group) taken as a whole, PROVIDED THAT the Parent, the Shareholder and the Principal Borrower shall only make any such information and requested documentation available to the Co-Ordinators if the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent, the Shareholder or, as the case may be, the Principal Borrower in a form acceptable to the Parent, the Shareholder or, as the case may be, the Principal Borrower (in each case acting reasonably) and PROVIDED FURTHER THAT the Parent, the Shareholder and the Principal Borrower shall not be obliged to make such information and requested documentation available to the Co-Ordinators if the Parent, the Shareholder or, as the case may be, the Principal Borrower demonstrates to the satisfaction of the Co-Ordinators (by the delivery of a letter from the Group's external legal advisors confirming the same, or by other satisfactory means) that it is prohibited from making the information or, as the case may be, requested documentation available under the terms of a confidentiality undertaking it has entered into with a third party; and 5.8 use its reasonable endeavours, and procure that no member the members of the Covenant NTL Inc. Group makes any Permitted Payment other than: 5.8.1 a Permitted Payment falling within paragraph (b) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT the aggregate amount of all such Permitted Payments made during the period from (and including) the date hereof use their reasonable endeavours, to (and including) the date of termination of the Consent shall not exceed L5,000,000; 5.8.2 a Permitted Payment falling within paragraph (c)(i), (iv) (but only in respect of any bonds, notes or similar public debt instruments issued by the Parent) or (v) of the definition of Permitted Payment in the Credit Agreement PROVIDED THAT prior to the proposed Permitted Payment being made the Parent demonstrates to the satisfaction of consider with the Agent (on behalf of the Banks) possible methods of providing the Banks with additional credit enhancement in relation to the Facilities and/or the Obligors (it being agreed acknowledged by the Agent (on behalf of the Banks) that the Agent shall be satisfied if the most recently delivered Forecast confirms the same) that in the absence ability of certain members of the Parent receiving the proposed Permitted Payment it will, following the making of the relevant cash payment obligation in respect of which the Permitted Payment NTL Inc. Group to grant security is proposed to be made, have cash resources available to it in an amount less than L25,000,000; and 5.8.3 a Permitted Payment falling within paragraph (d) or (e) of the definition of Permitted Payment in the Credit Agreementrestricted by certain existing contractual arrangements binding on them.