THE CODE OR SECTION 409, 502(I) OR
502(L) OF ERISA OR WITH RESPECT TO A GROUP HEALTH PLAN (AS DEFINED IN
SECTION 607(1) OF ERISA OR SECTION 4980B(G)(2) OF THE CODE) MAINTAINED BY
TELEWEST UK OR ANY MEMBER OF THE GROUP UNDER SECTION 4980B OF THE CODE; AND
(X)
ANY MEMBER OF THE GROUP INCURS OR MAY INCUR A LIABILITY THAT
EXCEEDS $10,000,000 PURSUANT TO ANY EMPLOYEE WELFARE BENEFIT PLAN (AS DEFINED IN
SECTION 3(1) OF ERISA) THAT PROVIDES BENEFITS TO RETIRED EMPLOYEES OR OTHER
FORMER EMPLOYEES (OTHER THAN AS REQUIRED BY SECTION 601 OF ERISA) OR ANY PLAN OR
ANY FOREIGN PENSION PLAN MAINTAINED BY IT.
(C)
THE PARENT SHALL PROCURE THAT EACH MEMBER OF THE GROUP WILL
DELIVER TO THE AGENT IN SUFFICIENT COPIES FOR EACH OF THE LENDERS:
(I)
COPIES OF ANY RECORDS, DOCUMENTS OR OTHER INFORMATION THAT MUST
BE FURNISHED TO THE PBGC WITH RESPECT TO ANY PLAN PURSUANT TO SECTION 4010 OF
ERISA;
(II)
A COMPLETE COPY OF THE ANNUAL REPORT (ON INTERNAL REVENUE SERVICE
FORM 5500-SERIES (INCLUDING, TO THE EXTENT REQUIRED, THE RELATED FINANCIAL AND
ACTUARIAL STATEMENTS AND OPINIONS AND OTHER SUPPORTING STATEMENTS,
CERTIFICATIONS, SCHEDULES AND INFORMATION)) OF EACH PLAN OR MULTIEMPLOYER PLAN
(IF AVAILABLE TO ANY MEMBER OF THE GROUP OR AN ERISA AFFILIATE) REQUIRED TO BE
FILED WITH THE INTERNAL REVENUE SERVICE;
(III)
COPIES OF ANNUAL REPORTS AND ANY RECORDS, DOCUMENTS OR OTHER
INFORMATION REQUIRED TO BE FURNISHED BY SUCH MEMBER OF THE GROUP OR ANY ERISA
AFFILIATE TO THE PBGC OR ANY OTHER GOVERNMENT AGENCY; AND
(IV)
ANY MATERIAL NOTICES RECEIVED BY A MEMBER OF THE GROUP OR ANY
ERISA AFFILIATE WITH RESPECT TO ANY PLAN, MULTIEMPLOYER PLAN OR FOREIGN PENSION
PLAN, IN THE CASE OF EACH OF (I), (II), (III) AND (IV), NO LATER THAN 30 DAYS
(OR 10 DAYS IN THE CASE OF THIS PARAGRAPH (IV)) AFTER THE DATE SUCH ANNUAL
REPORT HAS BEEN FILED WITH THE INTERNAL REVENUE SERVICE OR SUCH RECORDS,
DOCUMENTS AND/OR INFORMATION HAS BEEN FURNISHED TO THE PBGC OR SUCH OTHER
GOVERNMENT AGENCY OR SUCH NOTICE HAS BEEN RECEIVED BY SUCH MEMBER OF THE GROUP
OR ERISA AFFILIATE, AS APPLICABLE.
(D)
THE PARENT SHALL PROCURE THAT EACH MEMBER OF THE GROUP SHALL
ENSURE THAT ALL FOREIGN PENSION PLANS ADMINISTERED BY THEM OR INTO WHICH THEY
MAKE PAYMENTS, OBTAIN OR RETAIN (AS APPLICABLE) REGISTERED STATUS UNDER AND AS
REQUIRED BY APPLICABLE LAW AND ARE ADMINISTERED IN A TIMELY MANNER IN ALL
RESPECTS IN COMPLIANCE WITH ALL APPLICABLE LAWS EXCEPT WHERE THE FAILURE TO DO
ANY OF THE FOREGOING WILL NOT HAVE A MATERIAL ADVERSE EFFECT.
92
18.21
TELEWEST UK
Telewest UK shall promptly upon becoming aware of the same notify the Facility
Agent of any material claim made, issued or threatened in writing against
Telewest UK under the Transfer Agreement.
19.
NEGATIVE UNDERTAKINGS
19.1
UNDERTAKINGS WITH RESPECT TO THE FLEXTECH GROUP
Any action undertaken, or any transaction entered into, by any member of the TCN
Group and any circumstances arising in connection with or as