SPECIFIED IN SUB-PARAGRAPHS (A)(I) AND (A)(IV) ABOVE (IN THE CASE OF A
REFINANCING OF NEW HIGH YIELD NOTES);
(C)
ENSURE THAT THE HEDGING ARRANGEMENTS REQUIRED PURSUANT TO THIS
CLAUSE 24.9 ARE EXISTING HEDGING AGREEMENTS OR ARE ENTERED INTO IN THE FORM OF
ACCEPTABLE HEDGING AGREEMENTS; AND
(D)
AS SOON AS REASONABLY PRACTICABLE FOLLOWING REQUEST BY THE
FACILITY AGENT PROVIDE THE FACILITY AGENT WITH CERTIFIED TRUE COPIES OF EACH
SUCH HEDGING AGREEMENT ENTERED INTO,
provided that the Company shall not be in breach of this Clause 24.9 if the
Company fails to enter into the hedging arrangements required under
paragraphs (a) and (b) by the relevant times specified in paragraphs (a) and
(b) if during the time between the Original Execution Date and the date on which
such hedging arrangements are required to be implemented:
(I)
NONE OF THE LENDERS OR THEIR AFFILIATES
IS WILLING TO ENTER INTO HEDGING AGREEMENTS TO EFFECT THE HEDGING ARRANGEMENTS
REQUIRED BY PARAGRAPHS (A) OR (B), AS THE CASE MAY BE; OR
(II)
WHERE A LENDER OR ITS AFFILIATE IS WILLING
TO ENTER INTO SUCH HEDGING ARRANGEMENTS, THE TERMS OF SUCH HEDGING ARRANGEMENTS
ARE, IN THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT AND THE MANDATED LEAD
ARRANGERS AND HAVING REGARD TO THE CREDITWORTHINESS OF THE COMPANY AND CURRENT
MARKET CONDITIONS, CONSIDERED TO BE UNREASONABLE, OR WHERE IN THE OPINION OF THE
ADMINISTRATIVE AGENT AND THE MANDATED LEAD ARRANGERS, ACTING REASONABLY, SUCH
HEDGING ARRANGEMENTS WOULD CAUSE MATERIAL ADVERSE TAX-RELATED IMPLICATIONS FOR
ANY MEMBER OF THE GROUP.
24.10
PENSION PLANS
(A)
THE COMPANY SHALL USE REASONABLE ENDEAVOURS TO ENSURE THAT ALL
PENSION PLANS MAINTAINED AND OPERATED BY IT OR ANY MEMBER OF THE BANK GROUP,
GENERALLY FOR THE BENEFIT OF EMPLOYEES OF ANY MEMBER OF THE BANK GROUP ARE
MAINTAINED AND OPERATED AND HAVE BEEN VALUED BY AN ACTUARY APPOINTED BY THE
COMPANY IN ACCORDANCE WITH ALL APPLICABLE LAWS FROM TIME TO TIME AND THAT THE
EMPLOYER CONTRIBUTIONS ARE ASSESSED AND PAID IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH THE GOVERNING PROVISIONS OF SUCH SCHEMES AND ALL LAWS APPLICABLE
THERETO, IN EACH CASE, SAVE TO THE EXTENT THAT ANY FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
Without prejudice to the generality of Clause 24.10(a):
(B)
THE COMPANY SHALL ENSURE THAT, EXCEPT FOR THE NTL PENSION PLAN,
THE NTL 1999
137
PENSION SCHEME, CABLEVISION PENSION SCHEME AND WORKPLACE TECHNOLOGY PENSION
SCHEMES (THE "UK DB SCHEMES"), EACH UK PENSION SCHEME IS, OR HAS AT ANY TIME
BEEN, A MONEY PURCHASE SCHEME AS DEFINED IN S181 OF THE PENSION SCHEMES ACT
1993) AND NO MEMBER OF THE GROUP IS, FOR THE PURPOSES OF EITHER S38 OR S43 OF
THE PENSIONS ACT 2004, CONNECTED WITH OR AN ASSOCIATE OF ANY EMPLOYER OF AN
OCCUPATIONAL PENSION SCHEME WHICH IS NOT A MONEY PURCHASE SCHEME.
(C)
EACH PARTICIPATING EMPLOYER SHALL ENSURE THAT, IN RELATION TO EACH
UK PENSION SCHEME, NO CIRCUMSTANCE OR EVENT OCCURS AND NO ACTION OR OMISSION IS
TAKEN WHICH HAS OR IS