POLICIES OR
OTHER FUNDING VEHICLES ASSOCIATED WITH SUCH EMPLOYEE BENEFIT PLAN, AS
APPLICABLE.
EACH EMPLOYEE BENEFIT PLAN OF THE COMPANY AND THE SUBSIDIARY
(I) COMPLIES IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF ERISA
AND THE CODE, AND IS OPERATED IN MATERIAL COMPLIANCE WITH ITS TERMS; (II) IS
OPERATED IN SUCH A MANNER AS TO QUALIFY, WHERE APPROPRIATE, FOR BOTH FEDERAL AND
STATE PURPOSES, FOR INCOME TAX EXCLUSIONS TO ITS PARTICIPANTS, TAX EXEMPT INCOME
FOR ITS FUNDING VEHICLE, AND THE ALLOWANCE OF DEDUCTIONS WITH RESPECT TO
CONTRIBUTIONS THERETO; (III) THAT IS INTENDED TO BE QUALIFIED UNDER SECTION
401(A) OF THE CODE HAS RECEIVED A DETERMINATION FROM THE INTERNAL REVENUE
SERVICE THAT SUCH EMPLOYEE BENEFIT PLAN IS SO QUALIFIED, AND TO SHAREHOLDERS'
KNOWLEDGE, NOTHING HAS OCCURRED SINCE THE DATE OF SUCH DETERMINATION THAT WOULD
CAUSE SUCH DETERMINATION LETTER TO BECOME UNRELIABLE; AND (IV) HAS NO
LIABILITIES WITH RESPECT TO ERISA OR THE CODE, NOR DO ANY CIRCUMSTANCES EXIST
THAT WOULD REASONABLY BE EXPECTED TO RESULT IN, ANY SUCH LIABILITIES (EXCLUDING
ANY LIABILITIES WITH RESPECT TO THE TERMINATION OF ANY EMPLOYEE BENEFIT PLAN
AFTER THE CLOSING).
(B)
NO MULTIEMPLOYER PLANS.
NEITHER OF THE COMPANY, THE
SUBSIDIARY NOR ANY ERISA AFFILIATE HAS AT ANY TIME PARTICIPATED IN OR MADE
CONTRIBUTIONS TO OR HAD ANY OTHER LIABILITY WITH RESPECT TO, ANY "EMPLOYEE
BENEFIT PLAN" (AS SUCH TERM IS DEFINED IN SECTION 3(3) OF ERISA) WHICH IS (I) A
"MULTIEMPLOYER PLAN" (WITHIN THE MEANING OF SECTION 3(37) OF ERISA), OR (II)
SUBJECT TO SECTION 302 OR TITLE IV OF ERISA OR SECTION 412 OF THE CODE.
(C)
NO PROHIBITED TRANSACTIONS.
NO PERSON HAS ENTERED INTO ANY
NONEXEMPT "PROHIBITED TRANSACTION" (AS SUCH TERM IS DEFINED IN ERISA AND THE
CODE) WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN OF THE COMPANY AND THE
SUBSIDIARY.
(D)
AMENDMENT.
EXCEPT AS SET FORTH ON SCHEDULE 3.16(D), EACH
EMPLOYEE BENEFIT PLAN OF THE COMPANY AND THE SUBSIDIARY MAY BE AMENDED,
TERMINATED, MODIFIED OR OTHERWISE REVISED FOLLOWING THE CLOSING.
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(E)
NO RETIREE BENEFITS.
NO EMPLOYEE BENEFIT PLAN OF THE COMPANY
OR THE SUBSIDIARY PROVIDES MEDICAL, HEALTH, LIFE INSURANCE OR OTHER WELFARE TYPE
BENEFITS TO RETIREES OR FORMER EMPLOYEES OR INDIVIDUALS WHO TERMINATE (OR HAVE
TERMINATED) EMPLOYMENT WITH THE COMPANY, THE SUBSIDIARY OR ANY ERISA AFFILIATE,
OR THE SPOUSES OR DEPENDENTS OF ANY OF THE FOREGOING, EXCEPT FOR LIMITED
CONTINUED MEDICAL BENEFIT COVERAGE FOR FORMER EMPLOYEES, THEIR SPOUSES AND OTHER
DEPENDENTS AS REQUIRED TO BE PROVIDED UNDER SECTION 4980B OF THE CODE OR PART 6
OF SUBTITLE B OF TITLE I OF ERISA (COBRA) OR APPLICABLE SIMILAR STATE LAW.
(F)
CONTRIBUTIONS.
ALL CONTRIBUTIONS AND PREMIUM PAYMENTS
(INCLUDING ALL EMPLOYER CONTRIBUTIONS AND EMPLOYEE SALARY REDUCTION
CONTRIBUTIONS) THAT ARE DUE HAVE BEEN MADE WITHIN THE TIME PERIODS PRESCRIBED BY
ERISA AND THE CODE TO EACH EMPLOYEE BENEFIT PLAN OF THE COMPANY AND THE
SUBSIDIARY, AND ALL CONTRIBUTIONS AND PREMIUM PAYMENTS FOR ANY PERIOD ENDING ON
OR PRIOR TO THE CLOSING DATE THAT ARE NOT YET DUE HAVE BEEN MADE TO EACH
EMPLOYEE