contributed to, as the case may be, by Seller, Manager, Stockholder or
any ERISA Affiliate and (2) covers any current or former employee,
leased employee (within the meaning of Section 414(n) of the Code),
director or consultant of Seller, Manager, Stockholder or any ERISA
Affiliate (with respect to their relationship with such entities).
(b) Seller, Manager and Stockholder jointly and severally represent and
warrant as follows:
(i) Pension Plans. There are no Pension Plans, and none of
Seller, Manager, Stockholder or any ERISA Affiliate has ever
maintained; contributed, had any obligation to contribute, or incurred
any liability for contributions to; or participated or agreed to
participate in any Pension Plan.
(ii) Multiemployer Plans. There are no Multiemployer Plans,
and none of Seller, Manager, Stockholder or any ERISA Affiliate has
ever maintained, contributed to, or participated or agreed to
participate in any Multiemployer Plan. None of Manager, Stockholder,
Seller or any ERISA Affiliate has ever withdrawn, partially or
completely, or instituted steps to withdraw, whether partially or
completely, from any Multiemployer Plan, nor has any event occurred
that would enable a Multiemployer Plan to give notice of and demand
payment of any withdrawal liability with respect to Seller, Manager,
Stockholder or any ERISA Affiliate.
(iii) Welfare Plans. Each Welfare Plan is in material
compliance with its terms and, both as to form and operation, with the
requirements prescribed by any and all Laws that are applicable to such
Welfare Plan, including without limitation ERISA and the Code.
(iv) An aggregate estimate of the liabilities of Seller,
Manager, Stockholder and any ERISA Affiliate for providing retiree life
and medical benefits coverage to active and retired employees of
Seller, Manager, Stockholder and any ERISA Affiliate has been made and
is reflected on the appropriate balance sheet and books and records
according to Statement of Financial Accounting Standards No. 106.
Seller, Manager, Stockholder and any ERISA Affiliate have the right to
modify or terminate any Welfare Plans that provide coverage or benefits
for either or both retired and active employees and/or their
(v) Each Welfare Plan that is a "group health plan," as
defined in Section 607(1) of ERISA or Section 5000(b)(1) of the Code,
has been operated at all times in material compliance with provisions
of Part 6 and 7 of Title I, Subtitle B of ERISA, Sections 1171 through
1179 of the Social Security Act (relating generally to security and
electronic transfer of health information) and Sections 4980B, 9801 and
9833 of the Code at all times.
(vi) Each Welfare Plan or Benefit Arrangement that is a
"health plan" within the meaning of 45 C.F.R. Parts 160 and 164, but
not a "small health plan" within the meaning of 45 C.F.R. Parts 160 and
164, satisfies the privacy requirements described in