THERETO) AND
THE TERM "LESSEE" SHALL ALSO INCLUDE ANY SUBLESSEE OR OTHER OCCUPANT.
NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES OWN ANY REAL PROPERTY.
3.16
COMPLIANCE WITH ERISA.
SCHEDULE 3.16 OF THE
COMPANY DISCLOSURE LETTER SETS FORTH THE NAME OF EACH COMPANY BENEFIT PLAN.
THE
COMPANY HAS MADE AVAILABLE TO THE PURCHASER TRUE AND COMPLETE COPIES OF EACH
COMPANY BENEFIT PLAN, AS WELL AS ALL MATERIAL RELATED DOCUMENTS, INCLUDING, BUT
NOT LIMITED TO, (A) THE ACTUARIAL REPORT FOR SUCH COMPANY BENEFIT PLAN (IF
APPLICABLE) FOR EACH OF THE LAST TWO (2) YEARS, (B) THE MOST RECENT
DETERMINATION LETTER FROM THE IRS (IF APPLICABLE) FOR SUCH COMPANY BENEFIT PLAN,
(C) THE TWO (2) MOST RECENT ANNUAL REPORTS (SERIES 5500 AND RELATED SCHEDULES)
REQUIRED UNDER ERISA (IF ANY) AND (D) THE MOST RECENT SUMMARY PLAN DESCRIPTIONS
(WITH ALL MATERIAL MODIFICATIONS).
EACH OF THE COMPANY BENEFIT PLANS HAS BEEN
OPERATED AND ADMINISTERED IN ALL MATERIAL RESPECTS IN COMPLIANCE WITH ITS TERMS
AND ALL APPLICABLE LAWS AND REGULATIONS RELATING THERETO, AND THERE HAS BEEN NO
NOTICE ISSUED BY ANY GOVERNMENTAL AUTHORITY QUESTIONING OR CHALLENGING SUCH
COMPLIANCE.
EACH OF THE COMPANY BENEFIT PLANS INTENDED TO BE "QUALIFIED" WITHIN
THE MEANING OF SECTION 401(A) OF THE CODE IS SO QUALIFIED, AND NO CIRCUMSTANCE
EXISTS WHICH MIGHT CAUSE SUCH COMPANY BENEFIT PLAN TO CEASE BEING SO QUALIFIED.
THERE ARE NO PENDING, OR TO THE KNOWLEDGE OF COMPANY, THREATENED ACTIONS OR
CLAIMS (OTHER THAN ROUTINE ACTIONS FOR BENEFITS) BY, ON BEHALF OF OR AGAINST ANY
OF THE COMPANY BENEFIT PLANS OR ANY TRUSTS OR ASSETS RELATED THERETO.
NEITHER
THE COMPANY NOR ANY CURRENT OR FORMER ERISA AFFILIATE CURRENTLY SPONSORS,
MAINTAINS OR CONTRIBUTES TO, AND IS NOT REQUIRED TO CONTRIBUTE TO, NOR HAS EVER
SPONSORED, MAINTAINED OR CONTRIBUTED TO, OR BEEN REQUIRED TO CONTRIBUTE TO,
INCURRED ANY LIABILITY, OR HAS ANY POTENTIAL LIABILITY, WITH RESPECT TO ANY
"EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA) THAT IS
SUBJECT TO SECTION 302 OF THE CODE OR TITLE IV OF ERISA.
NO NON-EXEMPT
"PROHIBITED TRANSACTION," WITHIN THE MEANING OF SECTION 4975 OF THE CODE OR
SECTION 406 OF ERISA, HAS OCCURRED WITH RESPECT TO ANY COMPANY BENEFIT PLAN
WHICH COULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL LIABILITY TO THE COMPANY.
THE COMPANY HAS NO MATERIAL LIABILITY
OF ANY KIND WHATSOEVER, WHETHER DIRECT, INDIRECT, CONTINGENT, OR OTHERWISE
(I) ON ACCOUNT OF ANY VIOLATION OF THE HEALTH CARE REQUIREMENTS OF PART 6 OF
TITLE I OF ERISA OR SECTION 4980B OF THE CODE, OR (II) UNDER SECTION 502(I) OR
SECTION 502(L) OF ERISA.
NO MATERIAL LIABILITY UNDER ANY COMPANY BENEFIT PLAN
HAS BEEN FUNDED NOR HAS ANY SUCH OBLIGATION BEEN SATISFIED WITH THE PURCHASE OF
A CONTRACT FROM AN INSURANCE COMPANY AS TO WHICH THE COMPANY HAS RECEIVED NOTICE
THAT SUCH INSURANCE COMPANY IS INSOLVENT OR IS IN REHABILITATION OR ANY SIMILAR
PROCEEDING.
NO COMPANY BENEFIT PLAN IS UNDER AUDIT OR IS THE SUBJECT OF A
PROCEEDING WITH RESPECT TO, OR, TO