definiens: ( within the meaning of Section 3(37 ) of ERISA ) ; ( vi ) Beta and its Subsidiaries do not maintain any Beta Plan that is a ( as such term is defined in Section 5000(b)(1 ) of the Code ) that has not been administered and operated in allrespects in compliance with the applicable requirements of Section 601 of ERISA and Sections 4980B(b ) and 4980Hof the Code, and Beta and its Subsidiaries are not subject to any material liability, including additional contributions, fines, penalties or loss of tax deduction as a result of such administration and operation ; ( vii ) none of the Beta Plans provides for payment of a benefit, the increase of a benefitamount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit determined oroccasioned, in whole or in part, by reason of the execution of this Agreement or the consummation of the transactionscontemplated hereby ; 33 ( viii ) except as provided on Section 4.11(b)(viii ) of the Beta Disclosure Letter, neither theexecution of this Agreement nor the consummation of the transactions contemplated hereby ( either alone or incombination with another event ) will result in any payment, amount, or benefit or provision of any payment, amount orbenefit ( including property or the accelerating of vesting ) that would constitute separately or in the aggregate, ( within the meaning of Section 280 G of the Code ) becoming due