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200209214 (d) Eech Employee Plan which is intended in be qualified under Section 401(a) of the Code has received a favorable deretminmion letter. or has pending or has time remaining in which m file, an application for such detervdaarioe from the bnemd Revmae Service, and the Company is roet awn, of my reason why my such determiner,= letter should be revoked The Company has made available W Pm« Elm. h Employ= Plan Internal Revenue Service demmunarou leuem with respect m each such Employ and all has been maintained in material compliance with its terms and with the mgtrrements prescribed by my statutes, orders, nla and regulations, atludft but not limited to ER1SA and the Code. which m applicable to such Employee Plan. No material events have occurred with respect to my Employee Plan that would result in payment or assessment by or against the Company of my material excee taus under Sections 4972, 4973, 4976, 4977. 4979, 49808.4980D, 4980E or 5000 of the Code. (e) The consummation of the transitions contemplated by this Agreement will not (either alone or mgether with my other event) wide my employee or independent connector of the Company or any of its Subsidiaries to severance pay or acceieram the time of payment or vesting or trigger MY Payer of funding (through a graumr trust or otherwise) of compmsatioe or benefits under. increase the amount payable or trigger my other material obligation pursuant m, my Employee Plan. Tbem is no contract plan or arrangement ("am or otherwise) covering my employee or former employee of the Company or my of its Subsidiaries that, individually or collectively. would amide my employ= a forma employee to my eeveran« a other payment solely se a result of the transaction, contemplated hereby, err would give rise to the payment of my amount tat would not be deductible peommi m the terms of Section 2806 or 162(m) of the Code. (f) Neither the Company nor any of its Subsidiaries has any liability in respect of piss- rethenienr health. medical or life insurance benefits for retired. former or current employees of the Company or its Subsidiaries except as required in avoid excise tax under Section 49808 of the Code. (g) Them has been no amendment toy written maxpretation or announcement (wherher or not written) by the Company or my of its Affiliares relating to, or change in employee participation or coverage under. an Employee Plan which would increase materially the expmae of maintaining such Employee Plan above the level of the expense incurred in respect drerwf fa the fiscal year ended December 31. 1999. (h) Neither the Company nor any of its Subsidiaries is a party in or mbjed m, or is currently negotiating in connection with massag into, my collective bargaining agreement or other contract or undersaodu g with a labor union or organifauon. (i) Then a an action. mt. invatigaum audit or proceeding pending agaiatt or mwlmg ay to the knowledge of the Company. thresum d against or inwlvimg. my Employee Plan before my court or arbitrator or my saw, federal or local governmental body, agency or official. SErnoN 5.17. Eawiromnenral Menem. (a) (i) no notice, notificatina, demand request fa information, ciatim summon, m order has been received no complaint hats been filed. an Penalty has been assessed, and an investigation. action claim, suit. proceeding Of review (err my basis therefor) is pending ae, in the knowledge of the Company, is threatened by my, governmental entity or other Person relating m or arising out of my Environmental Law: (r) the Company is in compliance with all Environmental Laws and all Environmental Permits, except when my noncompliance or failure to receive Environmental Permits hit ant had and a not. individually or in the aggregate, reasonably likely to have a Minimal Adverse Effect on the Company: and (iii) more m an habilida of err relating in the Company of MY of its Subsidiaries of my kind whatsoever whether accrued. contingent, aheolum• deter mined• determinable or otherwise arising under or relating in my Envvonmcmal Law which individually or in the aggregate has had or is reasonably likely in have a Material Adverse Ellett, and in the knowledge of the Company. there are an fads. coodirons. simenom or set of circumstances tat would reasonably be likely in result in or be the basis for any such liability. A -18