THAN ROUTINE CORRESPONDENCE, RECEIVED FROM OR SENT TO THE IRS, THE PENSION
BENEFIT GUARANTY CORPORATION, THE DEPARTMENT OF LABOR OR ANY OTHER GOVERNMENTAL
AUTHORITY (INCLUDING A WRITTEN DESCRIPTION OF ANY ORAL COMMUNICATION).
THE
CORPORATION HAS NOT COMMUNICATED TO ANY CURRENT OR FORMER EMPLOYEE ANY INTENTION
OR COMMITMENT TO AMEND OR MODIFY ANY COMPANY BENEFIT PLAN OR TO ESTABLISH OR
IMPLEMENT ANY OTHER EMPLOYEE OR RETIREE BENEFIT OR COMPENSATION PLAN OR
ARRANGEMENT.
5.21.2
EACH COMPANY BENEFIT PLAN INTENDED TO BE QUALIFIED UNDER
SECTION 401(A) OF THE CODE, AND EACH CORRESPONDING TRUST EXEMPT UNDER
SECTION 501 OF THE CODE, IS SO QUALIFIED AND HAS RECEIVED OR IS THE SUBJECT OF A
FAVORABLE DETERMINATION, OPINION OR ADVISORY LETTER FROM THE IRS.
ALL
AMENDMENTS AND ACTIONS REQUIRED TO BRING EACH COMPANY BENEFIT PLAN INTO
CONFORMITY WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE, AND OTHER
APPLICABLE LAW HAVE BEEN MADE OR TAKEN.
EACH COMPANY BENEFIT PLAN HAS BEEN
OPERATED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND APPLICABLE
LAWS.
EACH COMPANY BENEFIT PLAN THAT IS A "NONQUALIFIED DEFERRED COMPENSATION
PLAN" (WITHIN THE MEANING OF SECTION 409A(D)(1) OF THE CODE) SUBJECT TO
SECTION 409A OF THE CODE WAS, AS OF JANUARY 1, 2009, AND HAS REMAINED, IN
DOCUMENTARY AND OPERATIONAL COMPLIANCE WITH SECTION 409A OF THE CODE AND THE
THEN APPLICABLE GUIDANCE ISSUED BY THE INTERNAL REVENUE SERVICE THEREUNDER.
5.21.3
EXCEPT AS SET FORTH ON SCHEDULE 5.21.3, NEITHER THE CORPORATION NOR
ANY RELATED PERSON HAS AT ANY TIME MAINTAINED, SPONSORED, CONTRIBUTED TO OR BEEN
OBLIGATED TO CONTRIBUTE
TO A "EMPLOYEE PENSION PLAN", AS DEFINED IN
SECTION 3(2) OF ERISA, SUBJECT TO TITLE IV OF ERISA, INCLUDING A "MULTI-EMPLOYER
PLAN" (AS DEFINED IN ERISA SECTION 3(37) AND 4001(A)(3)), OR
A "MULTIPLE
EMPLOYER PLAN" (MEANING A PLAN SPONSORED BY MORE THAN ONE EMPLOYER WITHIN THE
MEANING OF ERISA SECTIONS 4063 OR 4064 OR CODE SECTION 413(C)).
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5.21.4
NONE OF THE CORPORATION NOR ANY RELATED PERSON HAS BEEN INVOLVED IN
ANY TRANSACTION THAT COULD CAUSE THE CORPORATION OR, FOLLOWING THE CLOSING DATE,
THE PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES TO BE SUBJECT TO LIABILITY
UNDER SECTION 4069 OR 4212 OF ERISA.
THERE HAS BEEN NO NON-EXEMPT "PROHIBITED
TRANSACTION," AS SUCH TERM IS DEFINED IN SECTION 406 OF ERISA AND SECTION 4975
OF THE CODE, WITH RESPECT TO ANY COMPANY BENEFIT PLAN THAT WOULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL LIABILITY TO THE CORPORATION.
ALL
CONTRIBUTIONS AND PREMIUMS REQUIRED TO HAVE BEEN PAID BY THE CORPORATION OR ANY
RELATED PERSON TO ANY COMPANY BENEFIT PLAN UNDER THE TERMS OF ANY SUCH PLAN OR
ITS RELATED TRUST, INSURANCE CONTRACT OR OTHER FUNDING ARRANGEMENT OR CONTRACT,
OR PURSUANT TO ANY APPLICABLE LAW (INCLUDING ERISA AND THE CODE) OR COLLECTIVE
BARGAINING AGREEMENT HAVE BEEN PAID WITHIN THE TIME PRESCRIBED BY ANY SUCH PLAN,
AGREEMENT OR OTHER CONTRACT APPLICABLE LAW.
5.21.5
THERE ARE NO PENDING OR, TO THE CORPORATION'S KNOWLEDGE, THREATENED,
CLAIMS BY OR ON BEHALF OF ANY PARTICIPANT IN ANY OF THE COMPANY BENEFIT PLANS,