definiens: ) . There has been no as such term is defined in Section 406 of ERISA and Section 4975of the Code, with respect to any Parent Group Employee Plan, ( ii ) there are noclaims pending ( other than routine claims for benefits ) or, to the knowledge ofParent, threatened against any Parent Group Employee Plan or against the assetsof any Parent Group Employee Plan, nor are there any current or threatened Lienson the assets of any Parent Group Employee Plan, ( iii ) all Parent Group EmployeePlans conform to, and in their operation and administration are in all materialrespects in compliance with the terms thereof and requirements prescribed by anyand all Law ( including ERISA and the Code and all applicable requirements fornotification, reporting and disclosure to participants or the Department ofLabor, IRS or Secretary of the Treasury ), ( iv ) Parent and Parent ERISAAffiliates have performed all material obligations required to be performed bythem under, are not in material default under or violation of, and Parent has noknowledge of any material default or violation by any other party with 46 < PAGE > respect to, any of the Parent Group Employee Plans, ( v ) each Parent GroupEmployee Plan intended to qualify under Section 401(a ) of the Code and eachcorresponding trust exempt under Section 501 of the Code has received or is thesubject of a favorable determination or opinion letter from the IRS, and nothinghas occurred which may be expected to cause the loss of such qualification orexemption, ( vi ) all contributions required to be made to any Parent GroupEmployee Plan pursuant to Section 412 of the Code or otherwise, the terms of theParent Group Employee Plan or any collective bargaining agreement, have beenmade on or before their due dates and a reasonable amount has been accrued forcontributions to each Parent Group Employee Plan for the current plan years,(vii ) the transaction contemplated herein will not directly or indirectly resultin an increase of benefits, acceleration of vesting or acceleration of timingfor payment of any benefit to any participant or beneficiary except as set forthin Schedule 3.13(b ) of the Parent Disclosure Schedule, ( viii ) each Parent GroupEmployee Plan, if any, which is maintained outside of the United States has beenoperated in all material respects in conformance with the applicable statutes orgovernmental regulations and rulings relating to such plans in the jurisdictionsin which such Parent Group Employee Plan is present or operates and, to theextent relevant, the United States, and ( ix ) neither Parent nor any Parent ERISAAffiliate has ever made a complete or partial withdrawal from a MultiemployerPlan ( as such term is defined in Section 3(37 ) of ERISA ) resulting in ( as such term is defined in Section 4201 of ERISA),without regard to any subsequent waiver or reduction under Section 4207 or 4208of ERISA, except in each case in this Section 3.13(b ) as would not reasonably beexpected to have a Parent Material Adverse Effect