MATERIAL RESPECTS WITH ALL
TELECOMMUNICATIONS, CABLE AND BROADCASTING LAWS (BUT EXCLUDING, FOR THESE
PURPOSES ONLY, BREACHES OF TELECOMMUNICATIONS, CABLE AND BROADCASTING LAWS WHICH
HAVE BEEN EXPRESSLY WAIVED BY THE RELEVANT REGULATORY AUTHORITY), IN EACH CASE,
WHERE FAILURE TO DO SO WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(B)
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, IT AND EACH MEMBER OF EACH
JOINT VENTURE GROUP IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY
CONDITIONS SET BY THE DIRECTOR GENERAL OF TELECOMMUNICATIONS OR BY OFCOM UNDER
SECTION 45 OF THE COMMUNICATIONS ACT 2003 AS ARE APPLICABLE TO IT OR SUCH MEMBER
OF THE JOINT VENTURE GROUP (AS THE CASE MAY BE), IN EACH CASE, WHERE FAILURE TO
DO SO WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
111
21.33
US PATRIOT ACT
(A)
IT HAS NO REASON TO BELIEVE THAT IT OR ANY OF ITS AFFILIATES:
(I)
IS A RESTRICTED PARTY OR CONTROLLED BY A RESTRICTED PARTY OR HAS
RECEIVED FUNDS OR PROPERTY FROM A RESTRICTED PARTY; OR
(II)
HAS VIOLATED ANY ANTI-TERRORISM LAW OR IS THE SUBJECT OF ANY ACTION
OR INVESTIGATION (INCLUDING ANY RELATING TO ASSET SEIZURE, FORFEITURE OR
CONFISCATION) UNDER ANY ANTI-TERRORISM LAW.
(B)
IT AND ITS AFFILIATES HAVE TAKEN REASONABLE MEASURES TO ENSURE
COMPLIANCE WITH THE ANTI-TERRORISM LAWS.
21.34
COMPLIANCE WITH ERISA
(A)
EACH PLAN (AND EACH RELATED TRUST, INSURANCE CONTRACT OR FUND) IS IN
COMPLIANCE WITH ITS TERMS AND WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT
LIMITATION ERISA AND THE CODE, SAVE WHERE THE FAILURE TO BE SO COMPLIANT WOULD
NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
EACH PLAN (AND EACH RELATED TRUST, IF ANY) WHICH IS INTENDED TO BE
QUALIFIED UNDER SECTION 401(A) OF THE CODE HAS RECEIVED A DETERMINATION LETTER
FROM THE INTERNAL REVENUE SERVICE TO THE EFFECT THAT IT MEETS THE REQUIREMENTS
OF SECTIONS 401(A) AND 501(A) OF THE CODE.
(C)
ALL CONTRIBUTIONS REQUIRED TO BE MADE WITH RESPECT TO A PLAN HAVE
BEEN MADE WITHIN THE TIME LIMIT THEREFOR, SAVE WHERE THE FAILURE TO DO SO WOULD
NOT RESULT IN A MATERIAL LIABILITY.
(D)
NEITHER IT NOR ANY OTHER MEMBER OF THE GROUP NOR ANY ERISA AFFILIATE
HAS INCURRED ANY MATERIAL LIABILITY (INCLUDING ANY INDIRECT, CONTINGENT OR
SECONDARY LIABILITY) TO OR ON ACCOUNT OF A PLAN PURSUANT TO SECTIONS 409,
502(I) OR 502(L) OF ERISA OR SECTION 4975 OF THE CODE OR EXPECTS TO INCUR ANY
SUCH MATERIAL LIABILITY UNDER ANY OF THE FOREGOING SECTIONS WITH RESPECT TO ANY
PLAN, IN EACH CASE, THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
(E)
NO ACTION, SUIT, PROCEEDING, HEARING, AUDIT OR INVESTIGATION WITH
RESPECT TO THE ADMINISTRATION, OPERATION OR THE INVESTMENT OF ASSETS OF ANY PLAN
(OTHER THAN ROUTINE CLAIMS FOR BENEFITS) THAT COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT, IS PENDING OR, TO THE COMPANY'S KNOWLEDGE,
EXPECTED OR THREATENED.
(F)
EACH GROUP HEALTH PLAN (AS DEFINED IN SECTION 607(1) OF ERISA OR
SECTION 4980B(G)(2)