HAS REASON TO
EXPECT THAT IT WILL INCUR ANY DIRECT OR INDIRECT MATERIAL LIABILITY, OTHER THAN
THOSE DESCRIBED IN THE 2008 FILINGS OR AS DESCRIBED IN SCHEDULE 3(L) ("BENEFIT
PLANS").
(IV)
NO BENEFIT PLAN IS SUBJECT TO TITLE IV OF ERISA OR SECTION 412 OF
THE CODE.
EXCEPT AS SET FORTH ON SCHEDULE 3(L), NO BENEFIT PLAN IS A "MULTIPLE
EMPLOYER PLAN" WITHIN THE MEANING OF THE CODE OR ERISA.
(V)
WITH RESPECT TO EACH BENEFIT PLAN:
(A) IF IT IS INTENDED TO
QUALIFY UNDER SECTION 401(A) OR 403(A) OF THE CODE, THE COMPANY HAS NO KNOWLEDGE
OF ANY CIRCUMSTANCE THAT COULD BE REASONABLY EXPECTED TO RESULT IN SUCH BENEFIT
PLAN'S FAILURE TO BE SO QUALIFIED; (B) SUCH BENEFIT PLAN HAS BEEN MAINTAINED AND
ADMINISTERED AT ALL TIMES IN SUBSTANTIAL COMPLIANCE WITH ITS TERMS AND
APPLICABLE LAWS AND REGULATIONS, EXCEPT WHERE THE FAILURE TO COMPLY WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT; (C) TO THE COMPANY'S KNOWLEDGE NO EVENT HAS
OCCURRED AND THERE EXISTS
12
NO CIRCUMSTANCES UNDER WHICH THE COMPANY OR ANY SUBSIDIARY COULD BE REASONABLY
EXPECTED TO INCUR MATERIAL LIABILITY UNDER ERISA, THE CODE OR OTHERWISE (OTHER
THAN ROUTINE CLAIMS FOR BENEFITS) WITH RESPECT TO SUCH BENEFIT PLAN OR WITH
RESPECT TO ANY OTHER ENTITY'S EMPLOYEE BENEFIT PLAN; AND (D) ALL CONTRIBUTIONS
AND PREMIUMS THAT ARE DUE HAVE BEEN PAID WITH RESPECT TO SUCH BENEFIT PLAN.
(VI)
WITH RESPECT TO EACH BENEFIT PLAN WHICH IS AN "EMPLOYEE WELFARE
BENEFIT PLAN" (AS DEFINED IN ERISA SECTION 3(1)) WHICH IS MAINTAINED OR
CONTRIBUTED TO BY THE COMPANY OR ANY SUBSIDIARY OR WITH RESPECT TO WHICH THE
COMPANY OR ANY SUBSIDIARY HAS OR COULD HAVE ANY DIRECT OR INDIRECT LIABILITY AS
OF A CLOSING DATE: (A) NO SUCH PLAN PROVIDES MEDICAL OR DEATH BENEFITS WITH
RESPECT TO CURRENT OR FORMER EMPLOYEES OF THE COMPANY OR ANY SUBSIDIARY BEYOND
THEIR TERMINATION OF EMPLOYMENT (OTHER THAN AS REQUIRED TO AVOID AN EXCISE TAX
UNDER CODE SECTION 4980B); AND (B) TO THE COMPANY'S KNOWLEDGE THE COMPANY AND
EACH SUBSIDIARY HAS SUBSTANTIALLY COMPLIED WITH THE REQUIREMENTS OF CODE SECTION
4980B.
(VII)
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS WILL NOT: (A) ENTITLE ANY EMPLOYEE
OF THE COMPANY TO SEVERANCE OR TERMINATION PAY; (B) ACCELERATE THE TIME OF
PAYMENT OR VESTING, OR INCREASE THE AMOUNT OF COMPENSATION DUE TO ANY EMPLOYEE
OF THE COMPANY; OR (C) RESULT IN THE PAYMENT THAT WILL BE TAKEN INTO ACCOUNT IN
DETERMINING WHETHER THERE IS AN "EXCESS PARACHUTE PAYMENT" UNDER CODE SECTION
280G(B)(1).
(VIII)
SCHEDULE 3(L) LISTS EVERY BENEFIT PLAN, POLICY, AGREEMENT OR
ARRANGEMENT, COVERING TWO OR MORE EMPLOYEES OR SERVICE PROVIDERS, SPONSORED OR
CONTRIBUTED TO BY EITHER THE COMPANY OR ANY OF ITS SUBSIDIARIES, WHICH
CONSTITUTES A "NONQUALIFIED DEFERRED COMPENSATION PLAN" (AS DEFINED IN
SECTION 409A(D)(1) OF THE CODE AND REGULATIONS PROMULGATED THEREUNDER) WITH
RESPECT TO ANY SERVICE PROVIDER TO EITHER THE COMPANY OR ANY SUBSIDIARY.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS OBLIGATED TO MAKE ANY PAYMENT OR
PAYMENTS AND