AND
(D)
AS SOON AS REASONABLY PRACTICABLE FOLLOWING REQUEST BY THE
FACILITY AGENT PROVIDE THE FACILITY AGENT WITH CERTIFIED TRUE COPIES OF EACH
SUCH HEDGING AGREEMENT ENTERED INTO,
provided that the Ultimate Parent shall not be in breach of this Clause 19.9 if
the Company or the Parent fails to enter into the hedging arrangements required
under paragraphs (a) and (b) by the relevant times specified in paragraphs
(a) and (b) if during the time between the Original Execution Date and the date
on which such hedging arrangements are required to be implemented:
(i)
none of the Senior Facilities Lenders or their Affiliates is
willing to enter into Hedging Agreements to effect the hedging arrangements
required by paragraphs (a) or (b), as the case may be; or
89
(ii)
where a Senior Facilities Lender or its Affiliate is willing to
enter into such hedging arrangements, the terms of such hedging arrangements
are, in the reasonable opinion of the Facility Agent and the Mandated Lead
Arrangers and having regard to the creditworthiness of the Company and current
market conditions, considered to be unreasonable, or where in the opinion of the
Facility Agent and the Mandated Lead Arrangers, acting reasonably, such hedging
arrangements would cause material adverse tax-related implications for any
member of the Group.
19.10
PENSION PLANS
(A)
THE ULTIMATE PARENT SHALL USE REASONABLE ENDEAVOURS TO ENSURE THAT
ALL PENSION PLANS MAINTAINED AND OPERATED BY IT, ANY MEMBER OF THE BRIDGE GROUP
OR ANY MEMBER OF THE BANK GROUP, GENERALLY FOR THE BENEFIT OF EMPLOYEES OF ANY
MEMBER OF THE BRIDGE GROUP OR MEMBER OF THE BANK GROUP ARE MAINTAINED AND
OPERATED AND HAVE BEEN VALUED BY AN ACTUARY APPOINTED BY THE ULTIMATE PARENT OR
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 19.10(a):
(B)
THE ULTIMATE PARENT 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