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 COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
16.34
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.
70
(B)
IT AND ITS AFFILIATES HAVE TAKEN REASONABLE MEASURES TO ENSURE
COMPLIANCE WITH THE ANTI-TERRORISM LAWS.
16.35
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 COULD
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)
NEITHER IT NOR ANY MEMBER OF THE GROUP NOR ANY ERISA AFFILIATE HAS
EVER MAINTAINED OR CONTRIBUTED TO (OR HAD ANY OBLIGATION TO CONTRIBUTE TO) ANY
MULTIEMPLOYER PLAN OR PLAN THAT IS SUBJECT TO TITLE IV OR SECTION 302 OF ERISA
AND/OR SECTION 412 OF THE CODE.
(D)
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.
(E)
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 COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
(F)
TO THE KNOWLEDGE OF NTL, NO CONDITION EXISTS WHICH PRESENTS A
MATERIAL RISK TO IT OR ANY OTHER MEMBER OF THE GROUP OR ANY ERISA AFFILIATE OF
INCURRING A LIABILITY TO OR ON ACCOUNT OF A PLAN PURSUANT TO THE PROVISIONS OF
ERISA AND THE CODE ENUMERATED IN PARAGRAPH (E) OF THIS CLAUSE 16.35, THAT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(G)
NO ACTION, SUIT, PROCEEDING, HEARING, AUDIT OR INVESTIGATION WITH
RESPECT TO THE ADMINISTRATION, OPERATION OR THE INVESTMENT