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 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 REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT (INCLUDING, WITHOUT LIMITATION, ANY PARTICIPATING
EMPLOYER CEASING TO EMPLOY ANY MEMBER OF SUCH A PENSION SCHEME OR, IN THE CASE
OF ANY UK DB SCHEME, THE ISSUE OF A FINANCIAL SUPPORT DIRECTION OR CONTRIBUTION
NOTICE TO ANY MEMBER OF THE GROUP).
(D)
THE COMPANY SHALL PROMPTLY NOTIFY THE
FACILITY AGENT OF ANY CHANGE IN THE RATE OF CONTRIBUTIONS TO ANY UK DB SCHEMES,
PAID OR RECOMMENDED TO BE PAID (WHETHER BY THE SCHEME ACTUARY OR OTHERWISE) OR
REQUIRED BY LAW OR OTHERWISE WHICH MIGHT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(E)
EACH OBLIGOR SHALL IMMEDIATELY NOTIFY THE
FACILITY AGENT OF ANY INVESTIGATION OR PROPOSED INVESTIGATION BY THE PENSIONS
REGULATOR WHICH IT HAS BEEN INFORMED MAY LEAD TO THE ISSUE OF A FINANCIAL
SUPPORT DIRECTION OR A CONTRIBUTION NOTICE TO IT OR ANY MEMBER OF THE BANK
GROUP.
(F)
EACH OBLIGOR SHALL IMMEDIATELY NOTIFY THE
FACILITY AGENT IF IT RECEIVES A FINANCIAL SUPPORT DIRECTION OR A CONTRIBUTION
NOTICE FROM THE PENSIONS REGULATOR.
24.11
ENVIRONMENTAL MATTERS
(A)
EACH OBLIGOR SHALL (AND THE COMPANY SHALL
PROCURE THAT EACH MEMBER OF THE BANK GROUP SHALL):
(I)
COMPLY WITH ALL ENVIRONMENTAL LAWS TO
WHICH IT IS SUBJECT;
(II)
OBTAIN ALL ENVIRONMENTAL LICENCES REQUIRED
OR DESIRABLE IN CONNECTION WITH THE BUSINESS IT CARRIES ON; AND
(III)
COMPLY WITH THE TERMS OF ALL SUCH ENVIRONMENTAL
LICENCES,
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in each case where failure to