FOREGOING SECTIONS WITH RESPECT TO ANY
PLAN.
(I)
TO TELEWEST UK'S KNOWLEDGE, 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 (H) OF THIS CLAUSE 20.34.
(J)
NO PROCEEDINGS HAVE BEEN INSTITUTED TO TERMINATE OR APPOINT A
TRUSTEE TO ADMINISTER ANY PLAN MAINTAINED BY IT WHICH IS SUBJECT TO TITLE IV OF
ERISA.
(K)
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) IS PENDING OR, TO TELEWEST UK'S
KNOWLEDGE, EXPECTED OR THREATENED.
93
(L)
EACH GROUP HEALTH PLAN (AS DEFINED IN SECTION 607(1) OF ERISA OR
SECTION 4980B(G)(2) OF THE CODE) WHICH COVERS OR HAS COVERED EMPLOYEES OR FORMER
EMPLOYEES OF ANY MEMBER OF THE GROUP OR ANY ERISA AFFILIATE HAS AT ALL TIMES
BEEN OPERATED IN COMPLIANCE WITH THE PROVISIONS OF PART 6 OF SUBTITLE B OF TITLE
I OF ERISA AND SECTION 4980B OF THE CODE, SAVE WHERE THE FAILURE TO DO SO WOULD
NOT RESULT IN A MATERIAL LIABILITY.
(M)
NO LIEN IMPOSED UNDER THE CODE OR ERISA ON ITS ASSETS OR THE ASSETS
OF ANY OTHER MEMBER OF THE GROUP OR ANY ERISA AFFILIATE EXISTS OR IS LIKELY TO
ARISE ON ACCOUNT OF ANY PLAN.
(N)
IT AND EACH OTHER MEMBER OF THE GROUP DO NOT MAINTAIN OR
CONTRIBUTE TO ANY EMPLOYEE WELFARE BENEFIT PLAN (AS DEFINED IN SECTION 3(1) OF
ERISA) WHICH PROVIDES BENEFITS TO RETIRED EMPLOYEES OR OTHER FORMER EMPLOYEES
(OTHER THAN AS REQUIRED BY SECTION 601 OF ERISA) OR ANY PLAN THE OBLIGATIONS
WITH RESPECT TO WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(O)
EACH FOREIGN PENSION PLAN HAS BEEN MAINTAINED IN SUBSTANTIAL
COMPLIANCE WITH ITS TERMS AND WITH THE REQUIREMENTS OF ANY AND ALL APPLICABLE
LAWS, STATUTES, RULES, REGULATIONS AND ORDERS AND HAS BEEN MAINTAINED, WHERE
REQUIRED, IN GOOD STANDING WITH APPLICABLE REGULATORY AUTHORITIES, SAVE WHERE
THE FAILURE TO DO SO WOULD NOT RESULT IN A MATERIAL LIABILITY.
(P)
ALL CONTRIBUTIONS REQUIRED TO BE MADE WITH RESPECT TO A FOREIGN
PENSION PLAN MAINTAINED BY IT HAVE BEEN MADE WITHIN THE TIME LIMIT THEREFOR,
SAVE WHERE THE FAILURE TO DO SO WOULD NOT RESULT IN A MATERIAL LIABILITY.
20.35
LIABILITIES OF THE US BORROWER
In the case of the US Borrower only, it is a wholly owned Subsidiary of TCN and:
(A)
HAS NOT TRADED OR UNDERTAKEN ANY COMMERCIAL ACTIVITIES OF ANY KIND
(OTHER THAN BY ENTERING INTO THE FINANCE DOCUMENTS AND SECOND LIEN FINANCE
DOCUMENTS TO WHICH IT IS PARTY OR THE TCN NOTES);
(B)
DOES NOT HAVE ANY ASSETS OTHER THAN ITS RIGHTS UNDER AND PAYMENTS
RECEIVED PURSUANT TO THE TCN NOTES; AND
(C)
DOES NOT HAVE ANY MATERIAL LIABILITIES OR OBLIGATIONS (ACTUAL OR
CONTINGENT) TO ANY PERSON OTHER THAN AS