Common use of UK Pensions Clause in Contracts

UK Pensions. Parent shall (a) ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent Each UK Loan Party shall (a) ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its or its Subsidiaries benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries a UK Loan Party ceasing to employ any member of such a pension scheme); (b) except for the UK Pension SchemeSchemes, ensure that neither it nor any of its Subsidiaries is not or has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993199) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe UK Loan Parties); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Schemeall pension schemes mentioned in (a) above; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent Each UK Loan Party shall (a) ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its or its Subsidiaries benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 Xxx 0000 and that no action or omission is taken by Parent or any of its Subsidiaries UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries a UK Loan Party ceasing to employ any member of such a pension scheme); (b) except for the UK Pension SchemeSchemes, ensure that neither it nor any of its Subsidiaries is not or has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993199) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe UK Loan Parties); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Schemeall pension schemes mentioned in (a) above; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent Each UK Loan Party shall (a) ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its or its Subsidiaries benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries a UK Loan Party ceasing to employ any member of such a pension scheme); (b) except for the UK Pension SchemeSchemes, ensure that neither it nor any of its Subsidiaries is not or has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993199) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe UK Loan Parties); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Schemeall pension schemes mentioned in (a) above; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.. 163 #98388029v19

UK Pensions. Parent shall (a) ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 Xxx 0000 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.;

UK Pensions. Parent Each Obligor shall (ai) ensure that the UK Pension Scheme DB Plan is funded based on in all material respects in accordance with applicable law and the statutory funding objective under sections 221 governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and 222 section 227 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect 2004), (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (bii) except save for the UK Pension SchemeDB Plan, ensure that neither it no Obligor nor any of its Affiliates or Subsidiaries is or has been at any time becomes an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004) such an employer; , (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (diii) promptly notify the Administrative Agent of any material change in written communication from, or on behalf of, the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the UK Pensions Regulator which is likely confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to lead time) of the UK Pensions Regulator to investigate the issue issuance of a Financial Support Direction or a Contribution Notice to it or against any Obligor or any of its Affiliates or Subsidiaries; and , (fiv) immediately promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if it any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions RegulatorRegulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Xxx 0000, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.

UK Pensions. Parent shall (a) ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 Xxx 0000 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent Each Obligor shall (ai) ensure that the UK Pension Scheme DB Plan is funded based on in all material respects in accordance with applicable law and the statutory funding objective under sections 221 governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and 222 section 227 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect 2004), (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (bii) except save for the UK Pension SchemeDB Plan, ensure that neither it no Obligor nor any of its Affiliates or Subsidiaries is or has been at any time becomes an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004) such an employer; , (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (diii) promptly notify the Administrative Agent of any material change in written communication from, or on behalf of, the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the UK Pensions Regulator which is likely confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to lead time) of the UK Pensions Regulator to investigate the issue issuance of a Financial Support Direction or a Contribution Notice to it or against any Obligor or any of its Affiliates or Subsidiaries; and , (fiv) immediately promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if it any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions RegulatorRegulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.