definiens: ( as defined inSections 3(37 ) and 4001(a)(3 ) of ERISA ) or a within themeaning of Sections 4063/4064 of ERISA or Section 413(c ) of the Code and neitherthe Company nor any ERISA Affiliate has sponsored or contributed to or beenrequired to contribute to a or ( e ) Except as set forth on Section 3.11(e ) of the Company DisclosureLetter, neither the Company nor any ERISA Affiliate maintains or contributes to, or during the six - year period prior to the date hereof has maintained orcontributed to, any within the meaning of Section 3(3)of ERISA that is subject to Section 412 of the Code or Section 302 or Title IVof ERISA . Except as would not have, individually or in the aggregate, a CompanyMaterial Adverse Effect, with respect to each plan set forth on Schedule 3.11(e)of the Company Disclosure Letter that is subject to Section 412 of the Code orSection 302 of Title IV of ERISA : ( i ) there does not exist any accumulatedfunding deficiency within the meaning of Section 412 of the Code or Section 302of ERISA, whether or not waived ; ( ii ) there has been no within the meaning of Section 4043 of ERISA and the regulations thereunder whichrequired a notice to the PBGC which has not been fully and accurately reportedin a timely fashion, as required, or which, whether or not reported, wouldconstitute grounds for the PBGC to institute involuntary termination proceedingswith respect to any Company Benefit Plan that is subject to Title IV of ERISA;(iii ) all premiums to the PBGC have been timely paid in full ; ( iv ) there has notbeen a partial termination ; and ( v ) none of the following events has occurred:(A ) the filing of a notice of intent to terminate, ( B ) the treatment of anamendment to such a Company Benefit Plan as a termination under Section 4041 ofERISA or ( C ) the commencement of proceedings by the PBGC to terminate such aCompany Benefit Plan and, to the Knowledge of the Company, no condition existsthat presents a substantial risk that such proceedings will be instituted orwhich would constitute grounds under Section 4042 of ERISA for the terminationof, or the appointment of a trustee to administer, any such plan