ANY EMPLOYEE PLAN OR EMPLOYEE
AGREEMENT, (2) EACH EMPLOYEE PLAN HAS BEEN ESTABLISHED AND MAINTAINED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND IN
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COMPLIANCE WITH ALL REQUIREMENTS OF LAWS, (3) EACH EMPLOYEE PLAN INTENDED TO
QUALIFY UNDER SECTION 401 OF THE CODE IS SO QUALIFIED AND A DETERMINATION LETTER
HAS BEEN ISSUED BY THE IRS TO THE EFFECT THAT EACH EMPLOYEE PLAN IS SO QUALIFIED
AND THAT EACH TRUST FORMING A PART OF ANY EMPLOYEE PLAN IS EXEMPT FROM TAX
PURSUANT TO SECTION 501(A) OF THE CODE AND, TO THE KNOWLEDGE OF MOREX, NO
CIRCUMSTANCES, EXIST WHICH COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THIS
QUALIFICATION OR EXEMPTION, (4) NO "PROHIBITED TRANSACTION," WITHIN THE MEANING
OF SECTION 4975 OF THE CODE OR SECTION 406 OF ERISA, HAS OCCURRED WITH RESPECT
TO ANY EMPLOYEE PLAN, (5) THERE ARE NO ACTIONS, PROCEEDINGS, ARBITRATIONS, SUITS
OR CLAIMS PENDING OR, TO THE KNOWLEDGE OF MOREX, THREATENED OR ANTICIPATED
(OTHER THAN ROUTINE CLAIMS FOR BENEFITS), WITH RESPECT TO ANY EMPLOYEE PLAN OR
EMPLOYEE AGREEMENT, (6) NO EVENT OR TRANSACTION HAS OCCURRED WITH RESPECT TO ANY
EMPLOYEE PLAN THAT WOULD RESULT IN THE IMPOSITION OF ANY TAX UNDER CHAPTER 43 OF
SUBTITLE D OF THE CODE, (7) NO EMPLOYEE PLAN IS UNDER AUDIT OR INVESTIGATION BY
THE IRS, THE DEPARTMENT OF LABOR OR OTHER GOVERNMENTAL AUTHORITY AND, TO THE
KNOWLEDGE OF MOREX, NO AUDIT OR INVESTIGATION IS PENDING OR THREATENED, (8) NO
LIABILITY UNDER ANY EMPLOYEE PLAN HAS BEEN FUNDED OR HAS ANY OBLIGATION BEEN
SATISFIED WITH THE PURCHASE OF A CONTRACT FROM AN INSURANCE COMPANY AS TO WHICH
MOREX HAS RECEIVED NOTICE THAT INSURANCE COMPANY IS INSOLVENT OR IS IN
REHABILITATION OR ANY SIMILAR PROCEEDING, (9) MOREX HAS TIMELY DEPOSITED AND
TRANSMITTED, OR ACCRUED, ALL AMOUNTS WITHHELD FROM EMPLOYEES FOR CONTRIBUTIONS
OR PREMIUM PAYMENTS FOR EACH EMPLOYEE PLAN INTO THE APPROPRIATE TRUSTS OR
ACCOUNTS, AND (10) EACH EMPLOYEE PLAN THAT ALLOWS LOANS TO PLAN PARTICIPANTS HAS
BEEN OPERATED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE PLAN'S WRITTEN
LOAN POLICY; IN ADDITION, ALL OUTSTANDING LOANS FROM ALL EMPLOYEE PLANS ARE
CURRENT AS OF THE CLOSING DATE, AND THERE ARE NO LOANS IN DEFAULT.
(D)
MOREX IS NOT THE SPONSOR, AND DOES NOT MAINTAIN, CONTRIBUTE TO, OR
HAVE ANY LIABILITY IN RESPECT OF, AND HAS NEVER SPONSORED, MAINTAINED,
CONTRIBUTED TO, OR HAD ANY LIABILITY IN RESPECT OF, OR BEEN REQUIRED TO
CONTRIBUTE TO, AN "EMPLOYEE PENSION BENEFIT PLAN" WITHIN THE MEANING OF
SECTION 3(2) OF ERISA THAT IS SUBJECT TO TITLE IV OF ERISA, OR A "MULTIPLE
EMPLOYER PLAN" (WITHIN THE MEANING OF SECTION 413 OF THE CODE).
(E)
MOREX (1) DOES NOT MAINTAIN OR CONTRIBUTE TO ANY EMPLOYEE PLAN
THAT PROVIDES, OR HAS ANY LIABILITY TO PROVIDE, LIFE INSURANCE, MEDICAL,
SEVERANCE OR OTHER EMPLOYEE WELFARE BENEFITS TO ANY EMPLOYEE UPON HIS OR HER
RETIREMENT OR TERMINATION OF EMPLOYMENT, EXCEPT AS MAY BE REQUIRED BY
SECTION 4980B OF THE CODE OR OTHERWISE AT THE EXPENSE OF THE EMPLOYEE, AND
(2) DOES