definiens: ( as such term is defined in Section 419(e ) of the Code ), ( ii)each such Company Benefit Plan that is a ( as such term is defined in Section 5000(b)(1 ) of theCode ) materially complies with the applicable requirements of Section 4980B(f ) of the Code and any applicable similarstate or local Law except as has not had, and would not reasonably be expected to have, individually or in theaggregate, a Company Material Adverse Effect, ( iii ) to the knowledge of the Company, each such Company BenefitPlan may be amended or terminated without material liability to the Company or any Company Subsidiary on or at anytime after the Effective Time and ( iv ) no such Company Benefit Plan provides benefits to, or on behalf of, any formeremployee after the termination of employment except ( A ) where the full cost of such benefit is borne entirely by theformer employee ( or such former employee ’s eligible dependents or beneficiaries ) or ( B ) where the benefit is requiredby Section 4980B of the Code