REQUIRED TO BE AGGREGATED WITH ANY
COMPANY WITH RESPECT TO WHICH ANY COMPANY HAS ANY MATERIAL LIABILITY
(COLLECTIVELY, THE "BENEFIT PLANS").
(B)
WITH RESPECT TO EACH BENEFIT PLAN, SELLERS HAVE MADE AVAILABLE TO
PURCHASER, TO THE EXTENT APPLICABLE (I) THE PLAN DOCUMENT, ALL AMENDMENTS TO THE
PLAN DOCUMENT, THE SUMMARY PLAN DESCRIPTION AND ANY SUMMARIES OF MATERIAL
MODIFICATIONS; (II) THE MOST RECENT DETERMINATION LETTER FROM THE INTERNAL
REVENUE SERVICE; (II) THE THREE MOST RECENT ANNUAL REPORTS (FORM 5500 SERIES);
(IV) THE RELATED TRUST AGREEMENTS, INSURANCE CONTRACT OR OTHER FUNDING
ARRANGEMENT, (V) THE MOST RECENT DISCRIMINATION TESTING RESULTS AND (VI) ALL
MATERIAL CORRESPONDENCE WITH THE IRS OR THE DEPARTMENT OF LABOR.
(C)
NO COMPANY OR, TO THE SELLERS' KNOWLEDGE, ANY OTHER PERSON HAS ENGAGED IN
ANY NON-EXEMPT "PROHIBITED TRANSACTION", AS DEFINED IN CODE SECTION 4975 OR
ERISA SECTION 406, WITH RESPECT TO ANY BENEFIT PLAN.
TO THE SELLERS' KNOWLEDGE,
NO COMPANY HAS ENGAGED IN ANY TRANSACTION THAT AS A RESULT OF WHICH ANY COMPANY
WOULD BE SUBJECT TO ANY MATERIAL LIABILITY PURSUANT TO SECTIONS 406 AND 409 OF
ERISA OR TO EITHER A CIVIL PENALTY ASSESSED PURSUANT TO SECTION 502(I) OR (L) OF
ERISA OR A TAX IMPOSED PURSUANT TO SECTION 4975 OF THE CODE.
NO FIDUCIARY OF
ANY BENEFIT PLAN HAS ANY LIABILITY FOR BREACH OF FIDUCIARY DUTY OR ANY OTHER
FAILURE TO ACT OR COMPLY IN CONNECTION WITH THE ADMINISTRATION OR INVESTMENT OF
THE ASSETS OF ANY BENEFIT PLAN.
(D)
NONE OF THE BENEFIT PLANS IS A PLAN SUBJECT TO TITLE IV OF ERISA, THE
MINIMUM FUNDING REQUIREMENTS OF SECTION 302 OF ERISA OR SECTION 412 OF THE CODE,
AND NO COMPANY HAS EVER MAINTAINED, PARTICIPATED IN OR CONTRIBUTED TO ANY PLAN
THAT IS SUBJECT TO TITLE IV OF ERISA, THE MINIMUM FUNDING REQUIREMENTS OF
SECTION 302 OF ERISA OR SECTION 412 OF THE CODE.
NO COMPANY HAS INCURRED ANY
LIABILITY UNDER TITLE IV OF ERISA AND NO EVENTS HAVE OCCURRED AND NO
CIRCUMSTANCES EXIST THAT WOULD REASONABLY BE EXPECTED TO RESULT IN SUCH
LIABILITY TO ANY COMPANY.
NO COMPANY HAS ANY LIABILITY OR OBLIGATION AS A
CONSEQUENCE OF BEING CONSIDERED A SINGLE EMPLOYER UNDER SECTION 414 OF THE CODE
WITH ANY OTHER PERSON.
(E)
NO BENEFIT PLAN IS OR EVER HAS BEEN A "MULTIEMPLOYER PLAN" WITHIN THE
MEANING OF ERISA SECTION 3(37).
NO COMPANY HAS ANY LIABILITY FOR A COMPLETE OR
PARTIAL WITHDRAWAL FROM ANY MULTIEMPLOYER PLAN OR HAS ANY LIABILITY UNDER OR
WITH RESPECT TO ANY MULTIEMPLOYER PLAN.
NO BENEFIT PLAN IS A "VOLUNTARY
EMPLOYEES' BENEFICIARY ASSOCIATION" WITHIN THE MEANING OF
16
CODE SECTION 501(C)(9) OR A "NONQUALIFIED DEFERRED COMPENSATION PLAN" WITHIN THE
MEANING OF CODE SECTION 409A.
(F)
EACH BENEFIT PLAN (AND EACH RELATED TRUST, INSURANCE CONTRACT, OR FUND)
HAS BEEN MAINTAINED, FUNDED AND ADMINISTERED IN ALL MATERIAL RESPECTS IN
COMPLIANCE WITH ITS GOVERNING DOCUMENTS AND WITH ALL PROVISIONS OF ALL
APPLICABLE LAWS, INCLUDING ERISA AND THE CODE.
(G)
EACH BENEFIT PLAN THAT IS INTENDED TO BE "QUALIFIED" WITHIN THE MEANING OF
SECTION 401(A) OF