RESPECT TO ANY
"EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF ERISA) WHICH IS SUBJECT
TO TITLE IV OR SECTION 302 OR 303 OF ERISA OR SECTION 412, 430 OR 4971 OF THE
CODE.
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES HAS, AT ANY TIME DURING
THE LAST SIX YEARS, CONTRIBUTED TO OR BEEN OBLIGATED TO CONTRIBUTE TO, OR HAD
ANY LIABILITY WITH RESPECT TO, ANY MULTIEMPLOYER PLAN OR MULTIPLE EMPLOYER PLAN.
(V)
EACH COMPANY BENEFIT PLAN THAT REQUIRES REGISTRATION WITH A
GOVERNMENTAL ENTITY HAS BEEN PROPERLY REGISTERED, EXCEPT WHERE ANY FAILURE TO
REGISTER WOULD NOT REASONABLY BE EXPECTED TO RESULT IN MATERIAL LIABILITY TO THE
COMPANY. EACH COMPANY BENEFIT PLAN WHICH IS INTENDED TO QUALIFY UNDER
SECTION 401(A) OF THE CODE HAS BEEN ISSUED A FAVORABLE DETERMINATION LETTER BY
THE IRS WITH RESPECT TO SUCH QUALIFICATION, ITS RELATED TRUST HAS BEEN
DETERMINED TO BE EXEMPT FROM TAXATION UNDER SECTION 501(A) OF THE CODE AND NO
EVENT HAS OCCURRED SINCE THE DATE OF SUCH DETERMINATION THAT WOULD REASONABLY BE
EXPECTED TO ADVERSELY AFFECT SUCH QUALIFICATION OR EXEMPTION. EACH COMPANY
BENEFIT PLAN HAS BEEN ESTABLISHED AND ADMINISTERED IN COMPLIANCE WITH ITS TERMS
AND WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER APPLICABLE LAWS,
EXCEPT WHERE SUCH NONCOMPLIANCE WOULD NOT REASONABLY BE EXPECTED TO RESULT IN
MATERIAL LIABILITY TO THE COMPANY. NO EVENT HAS OCCURRED AND NO CONDITION EXISTS
THAT WOULD SUBJECT THE COMPANY BY REASON OF ITS AFFILIATION WITH ANY CURRENT OR
FORMER MEMBER OF ITS "CONTROLLED GROUP" (WITHIN THE MEANING OF SECTION 414 OF
THE CODE) TO ANY MATERIAL (A) TAX, PENALTY, FINE, (B) LIEN (OTHER THAN A
PERMITTED LIEN) OR (C) OTHER LIABILITY IMPOSED BY ERISA, THE CODE OR OTHER
APPLICABLE LAWS.
(VI)
THERE ARE NO (A) COMPANY BENEFIT PLANS UNDER WHICH WELFARE
BENEFITS ARE PROVIDED TO PAST EMPLOYEES OR MADE AVAILABLE TO PRESENT EMPLOYEES
OF THE COMPANY AND THE SUBSIDIARIES BEYOND THEIR RETIREMENT OR OTHER TERMINATION
OF SERVICE, OTHER THAN COVERAGE MANDATED BY THE CONSOLIDATED OMNIBUS BUDGET
RECOMMENDATION ACT OF 1985, AS AMENDED OR SECTION 4980B OF THE CODE, THE COST OF
WHICH IS FULLY PAID BY SUCH EMPLOYEES OR THEIR DEPENDENTS; OR (B) UNFUNDED
COMPANY BENEFIT PLAN OBLIGATIONS WITH RESPECT TO ANY PAST OR PRESENT EMPLOYEES
OF THE COMPANY AND THE SUBSIDIARIES THAT ARE NOT FAIRLY REFLECTED BY RESERVES
SHOWN ON THE MOST RECENT FINANCIAL STATEMENTS CONTAINED IN THE SEC DOCUMENTS,
EXCEPT AS WOULD NOT HAVE, OR REASONABLY BE EXPECTED TO HAVE, A COMPANY MATERIAL
ADVERSE EFFECT.
(VII)
EXCEPT AS SET FORTH ON SCHEDULE 3(O)(VII), NEITHER THE EXECUTION
AND DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS WILL
(EITHER ALONE OR IN COMBINATION WITH ANOTHER EVENT): (A) RESULT IN ANY PAYMENT
BECOMING DUE, OR INCREASE THE AMOUNT OF ANY COMPENSATION OR BENEFITS DUE, TO ANY
CURRENT OR FORMER EMPLOYEE OF THE COMPANY AND THE SUBSIDIARIES OR WITH RESPECT
TO ANY COMPANY BENEFIT PLAN; (B) INCREASE ANY BENEFITS OTHERWISE PAYABLE UNDER
ANY COMPANY BENEFIT PLAN; (C) RESULT IN THE ACCELERATION OF THE