OF ALL THE EMPLOYEE PLANS, AS AMENDED AS OF THE DATE HEREOF,
TOGETHER WITH ALL RELATED DOCUMENTATION, INCLUDING FUNDING AND INVESTMENT
MANAGEMENT AGREEMENTS, SUMMARY PLAN DESCRIPTIONS, THE MOST RECENT ACTUARIAL
REPORTS, FINANCIAL STATEMENTS AND ASSET STATEMENTS, ALL MATERIAL OPINIONS AND
MEMORANDA (WHETHER EXTERNALLY OR INTERNALLY PREPARED) AND ALL MATERIAL
CORRESPONDENCE WITH ALL REGULATORY AUTHORITIES OR OTHER RELEVANT PERSONS.
NO
CHANGES HAVE OCCURRED OR ARE EXPECTED TO OCCUR WHICH WOULD MATERIALLY AFFECT THE
INFORMATION CONTAINED IN THE ACTUARIAL REPORTS, FINANCIAL STATEMENTS OR ASSET
STATEMENTS REQUIRED TO BE PROVIDED TO THE PURCHASER PURSUANT TO THIS PROVISION.
(II)
ALL OF THE EMPLOYEE PLANS ARE AND HAVE
BEEN ESTABLISHED, REGISTERED, QUALIFIED, INVESTED AND ADMINISTERED, IN ALL
RESPECTS, IN ACCORDANCE WITH THEIR TERMS AND ALL LAWS, INCLUDING ALL TAX LAWS
WHERE SAME IS REQUIRED FOR PREFERENTIAL TAX TREATMENT.
NO FACT OR CIRCUMSTANCE
EXISTS THAT COULD ADVERSELY AFFECT THE PREFERENTIAL TAX TREATMENT ORDINARILY
ACCORDED TO ANY SUCH EMPLOYEE PLAN.
(III)
THE CORPORATIONS MAY UNILATERALLY AMEND OR
TERMINATE, AS A WHOLE OR IN PART, EACH EMPLOYEE PLAN AND TAKE CONTRIBUTION
HOLIDAYS UNDER OR WITHDRAW SURPLUS FROM EACH EMPLOYEE PLAN, SUBJECT ONLY TO
APPROVALS REQUIRED BY LAWS.
TO THE BEST KNOWLEDGE OF THE VENDORS, NO SUCH
EMPLOYEE PLAN IS SUBJECT TO ANY PENDING INVESTIGATION, EXAMINATION OR OTHER
PROCEEDING, ACTION OR CLAIM INITIATED BY ANY REGULATORY AUTHORITY, OR BY ANY
OTHER PARTY (OTHER THAN ROUTINE CLAIMS FOR BENEFITS), AND THERE EXISTS NO STATE
OF FACTS WHICH COULD REASONABLY BE EXPECTED TO GIVE RISE TO ANY SUCH
INVESTIGATION, EXAMINATION OR OTHER PROCEEDING, ACTION OR CLAIM OR TO AFFECT THE
REGISTRATION OF ANY SUCH EMPLOYEE PLAN REQUIRED TO BE REGISTERED.
(IV)
ALL CONTRIBUTIONS OR PREMIUMS REQUIRED TO BE
PAID BY EITHER OF THE CORPORATIONS UNDER THE TERMS OF EACH EMPLOYEE PLAN OR BY
LAWS HAVE BEEN MADE IN A TIMELY FASHION IN ACCORDANCE WITH LAWS AND THE TERMS OF
SUCH EMPLOYEE PLANS.
NEITHER OF THE CORPORATIONS HAS ANY LIABILITY (OTHER THAN
LIABILITIES ACCRUING AFTER THE CLOSING DATE) WITH RESPECT TO ANY SUCH EMPLOYEE
PLANS.
CONTRIBUTIONS OR PREMIUMS FOR THE PERIOD UP TO THE CLOSING DATE WILL BE
PAID BY THE CORPORATIONS PRIOR TO THE
26
CLOSING DATE EVEN THOUGH NOT OTHERWISE REQUIRED TO BE PAID UNTIL A LATER DATE.
(V)
NO COMMITMENTS TO IMPROVE OR OTHERWISE AMEND
ANY EMPLOYEE PLAN HAVE BEEN MADE, EXCEPT AS REQUIRED BY LAWS.
(VI)
THERE HAVE BEEN NO IMPROPER WITHDRAWALS,
APPLICATIONS OR TRANSFERS OF ASSETS OF ANY EMPLOYEE PLAN, AND NEITHER OF THE
CORPORATIONS, NOR ANY OF THEIR AGENTS OR DELEGATES, HAS BREACHED ANY FIDUCIARY
OBLIGATION WITH RESPECT TO THE ADMINISTRATION OR INVESTMENT OF ANY SUCH EMPLOYEE
PLAN.
(VII)
EACH EMPLOYEE PLAN, WHICH IS A FUNDED PLAN, WILL
BE FULLY FUNDED AS OF THE CLOSING DATE ON BOTH A GOING CONCERN AND A SOLVENCY
BASIS PURSUANT TO THE ACTUARIAL ASSUMPTIONS AND METHODOLOGY UTILIZED IN THE MOST
RECENT ACTUARIAL VALUATION THEREFOR.
(VIII)
NONE OF THE EMPLOYEE PLANS ENJOYS ANY SPECIAL TAX
STATUS UNDER ANY LAWS, NOR HAS ANY ADVANCE TAX RULING BEEN SOUGHT OR RECEIVED IN