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
paragraph (a) above by the relevant times specified in paragraph (a) 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 PARAGRAPH
(A) ABOVE; OR
(II)
WHERE A LENDER OR ITS AFFILIATE IS WILLING TO ENTER INTO SUCH
HEDGING ARRANGEMENTS, THE TERMS OF SUCH HEDGING ARRANGEMENTS ARE, HAVING REGARD
TO THE CREDITWORTHINESS OF THE COMPANY AND CURRENT MARKET CONDITIONS, CONSIDERED
TO BE UNREASONABLE BY THE COMPANY, OR WHERE IN THE OPINION OF THE COMPANY,
ACTING REASONABLY, SUCH HEDGING ARRANGEMENTS WOULD CAUSE MATERIAL ADVERSE
TAX-RELATED IMPLICATIONS FOR ANY MEMBER OF THE GROUP,
provided that nothing in this Clause 24.9 shall require the Company to enter
into or maintain any Hedging Agreement that would not be permitted to be so
entered into or maintained under Clause 25.12 (Limitations on Hedging) or
prevent the Company, any Obligor or any other member of the Group from entering
and maintaining any Hedging Agreement that would not be prohibited to be entered
into or maintained under Clause 25.12 (Limitations on Hedging).
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 DOES NOT
HAVE OR IS REASONABLY LIKELY 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 AND
THE NTL 1999 PENSION SCHEME (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 ACTION OR OMISSION IS TAKEN OR OMITTED TO BE TAKEN BY IT
AND NO
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CIRCUMSTANCES OR EVENT WITHIN ITS CONTROL IS PERMITTED TO OCCUR