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 date of this Agreement 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
(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.
90
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 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).