Common use of Employee Benefit Plans and Contracts Clause in Contracts

Employee Benefit Plans and Contracts. (a) Schedule 4.14 contains a complete list of all CFC Benefit Plans. CFC and CFB have made available to AFC (i) accurate and complete copies of all CFC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten CFC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all CFC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all CFC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any CFC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any CFC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the CFC Benefit Plan on Schedule 4.14. (b) Except as set forth in Schedule 4.14, all CFC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all CFC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the CFC Benefit Plans that could subject CFC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule 4.14, any CFC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of CFC and CFB, nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any CFC Benefit Plan. (d) CFC and CFB have adequately reserved for all liabilities accrued prior to the Effective Time under CFC's and CFB nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule 4.14, neither CFC nor CFB has any current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither CFC nor CFB has any liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the CFC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any CFC Benefit Plans, or by or on behalf of any individual participants or beneficiaries of any CFC Benefit Plans, alleging any breach of fiduciary duty on the part of CFC or CFB or any of such party's officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The CFC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. CFC and CFB have made all required contributions under the CFC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any CFC Benefit Plan that is subject to the funding requirements of Section 312 of the Code. (g) Neither CFC nor CFB maintains any defined benefit plan, and neither has incurred, or has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No CFC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any CFC Benefit Plan has been instituted or threatened. (h) With respect to any CFC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any CFC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Board Standard 106.

Employee Benefit Plans and Contracts. (a) Schedule 4.14 3.19 contains a complete list of all CFC AFC Benefit Plans. AFC and AB have delivered to CFC and CFB have made available to AFC (i) accurate and complete copies of all CFC AFC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten CFC AFC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all CFC AFC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all CFC AFC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any CFC AFC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any CFC AFC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the CFC AFC Benefit Plan on Schedule 4.143.19. (b) Except as set forth in Schedule 4.14, all CFC All AFC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all CFC AFC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the CFC AFC Benefit Plans that could subject CFC AFC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule 4.143.19, any CFC AFC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of CFC AFC and CFBAB, nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any CFC AFC Benefit Plan. (d) CFC AFC and CFB AB have adequately reserved for all liabilities accrued prior to the Effective Time under CFCAFC's and CFB AB nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule 4.143.19, neither CFC AFC nor CFB AB has any current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither CFC AFC nor CFB AB has any liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the CFC AFC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any CFC AFC Benefit Plans, or by or on behalf of any individual participants or beneficiaries of any CFC AFC Benefit Plans, alleging any breach of fiduciary duty on the part of CFC AFC or CFB AB or any of such party's officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The CFC AFC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. CFC AFC and CFB AB have made all required contributions under the CFC AFC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any CFC AFC Benefit Plan that is subject to the funding requirements of Section 312 412 of the Code. (g) Neither CFC AFC nor CFB AB maintains any defined benefit plan, and neither has incurred, or has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No CFC AFC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any CFC AFC Benefit Plan has been instituted or threatened. (h) With respect to any CFC AFC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any CFC AFC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Board Standard 106. (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 4.14 3.19 contains a complete list of all CFC FSFC Benefit Plans. FSFC and FFA have delivered to CFC and CFB have made available to AFC (i) accurate and complete copies of all CFC FSFC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten CFC FSFC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all CFC FSFC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all CFC FSFC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any CFC FSFC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any CFC FSFC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the CFC FSFC Benefit Plan on Schedule 4.143.19. (b) Except as set forth in Schedule 4.14, all CFC All FSFC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all CFC FSFC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the CFC FSFC Benefit Plans that could subject CFC FSFC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule 4.143.19, any CFC FSFC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of CFC FSFC and CFBFFA, nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any CFC FSFC Benefit Plan. (d) CFC FSFC and CFB FFA have adequately reserved for all liabilities accrued prior to the Effective Time under CFCFSFC's and CFB FFA nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule 4.143.19, neither CFC FSFC nor CFB FFA has any current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither CFC FSFC nor CFB FFA has any liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the CFC FSFC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any CFC FSFC Benefit Plans, or by or on behalf of any individual participants or beneficiaries of any CFC FSFC Benefit Plans, alleging any breach of fiduciary duty on the part of CFC FSFC or CFB FFA or any of such party's officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The CFC FSFC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. CFC FSFC and CFB FFA have made all required contributions under the CFC FSFC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any CFC FSFC Benefit Plan that is subject to the funding requirements of Section 312 412 of the Code. (g) Neither CFC FSFC nor CFB FFA maintains any defined benefit plan, and neither has incurred, or has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No CFC FSFC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any CFC FSFC Benefit Plan has been instituted or threatened. (h) With respect to any CFC FSFC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any CFC FSFC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Board Standard 106. (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 4.14 3.19 contains a complete list of all CFC American Benefit Plans. CFC and CFB have made available American has delivered to AFC NPSC (i) accurate and complete copies of all CFC American Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten CFC American Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all CFC American Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all CFC American Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any CFC American Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any CFC American Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the CFC American Benefit Plan on Schedule 4.143.19. (b) Except as set forth in Schedule 4.14, all CFC All American Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all CFC American Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the CFC American Benefit Plans that could subject CFC American to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in on Schedule 4.143.19, any CFC American Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of CFC and CFB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any CFC American Benefit Plan. (d) CFC and CFB have American adequately reserved for all liabilities accrued prior to the Effective Time under CFC's and CFB American' nonqualified retirement or deferred compensation plans. (e) Except as set forth in on Schedule 4.143.19, neither CFC nor CFB American has any no current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither CFC nor CFB American has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the CFC American Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any CFC American Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any CFC American Benefit PlansPlan, alleging any breach of fiduciary duty on the part of CFC or CFB American or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The CFC American Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. CFC and CFB have American has made all required contributions under the CFC American Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any CFC American Benefit Plan that is subject to the funding requirements of Section 312 412 of the Code. (g) Neither CFC nor CFB maintains American does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No CFC American Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any CFC American Benefit Plan has been instituted or threatened. (h) With respect to any CFC American Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any CFC American Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to NPSC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 4.14 4.16 contains a complete list of all CFC NPSC Benefit Plans. CFC and CFB have made available NPSC has delivered to AFC American (i) accurate and complete copies of all CFC NPSC Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten CFC NPSC Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all CFC NPSC Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all CFC NPSC Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any CFC NPSC Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any CFC NPSC Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the CFC NPSC Benefit Plan on Schedule 4.144.16. (b) Except as set forth in Schedule 4.14, all CFC All NPSC Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all CFC NPSC Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the CFC NPSC Benefit Plans that could subject CFC NPSC to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in on Schedule 4.144.16, any CFC NPSC Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of CFC and CFB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any CFC NPSC Benefit Plan. (d) CFC and CFB have NPSC adequately reserved for all liabilities accrued prior to the Effective Time under CFC's and CFB NPSC' nonqualified retirement or deferred compensation plans. (e) Except as set forth in on Schedule 4.144.16, neither CFC nor CFB NPSC has any no current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither CFC nor CFB NPSC has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the CFC NPSC Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any CFC NPSC Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any CFC NPSC Benefit PlansPlan, alleging any breach of fiduciary duty on the part of CFC or CFB NPSC or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The CFC NPSC Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. CFC and CFB have NPSC has made all required contributions under the CFC NPSC Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any CFC NPSC Benefit Plan that is subject to the funding requirements of Section 312 412 of the Code. (g) Neither CFC nor CFB maintains NPSC does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV 4 or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No CFC NPSC Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any CFC NPSC Benefit Plan has been instituted or threatened. (h) With respect to any CFC NPSC Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any CFC NPSC Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. (i) Except as set forth on Schedule 4.16, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to American by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 4.14 3.19 contains a complete list of all CFC Citrus Benefit Plans. Citrus has delivered to CFC and CFB have made available to AFC (i) accurate and complete copies of all CFC Citrus Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten CFC Citrus Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all CFC Citrus Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all CFC Citrus Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any CFC Citrus Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any CFC Citrus Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the CFC Citrus Benefit Plan on Schedule 4.143.19. (b) Except as set forth in Schedule 4.14, all CFC All Citrus Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all CFC Citrus Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the CFC Citrus Benefit Plans that could subject CFC Citrus to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in on Schedule 4.143.19, any CFC Citrus Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of CFC and CFB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any CFC Citrus Benefit Plan. (d) CFC and CFB have Citrus adequately reserved for all liabilities accrued prior to the Effective Time under CFC's and CFB Citrus' nonqualified retirement or deferred compensation plans. (e) Except as set forth in on Schedule 4.143.19, neither CFC nor CFB Citrus has any no current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Neither CFC nor CFB Citrus has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the CFC Citrus Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any CFC Citrus Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any CFC Citrus Benefit PlansPlan, alleging any breach of fiduciary duty on the part of CFC or CFB Citrus or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The CFC Citrus Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. CFC and CFB have Citrus has made all required contributions under the CFC Citrus Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any CFC Citrus Benefit Plan that is subject to the funding requirements of Section 312 412 of the Code. (g) Neither CFC nor CFB maintains Citrus does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No CFC Citrus Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any CFC Citrus Benefit Plan has been instituted or threatened. (h) With respect to any CFC Citrus Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any CFC Citrus Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. (i) Except as set forth on Schedule 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to CFC by reason of Section 280G or any other provision of the Code.

Employee Benefit Plans and Contracts. (a) Schedule 4.14 SCHEDULE 3.19 contains a complete list of all CFC Inflatables Benefit Plans. CFC and CFB have made available Inflatables has delivered to AFC the ASDG Shareholders (i) accurate and complete copies of all CFC Inflatables Benefit Plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts, (ii) accurate and complete detailed summaries of all unwritten CFC Inflatables Benefit Plans, (iii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all CFC Inflatables Benefit Plans for which financial statements or actuarial reports are required or have been prepared, (iv) accurate and complete copies of all annual reports for all CFC Inflatables Benefit Plans (for which annual reports are required) prepared within the last two years, and (v) accurate and complete copies of determination letters from the IRS for any CFC Inflatables Benefit Plan maintained or intended to be maintained under Section 401(a) of the Code. Any CFC Inflatables Benefit Plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the CFC Inflatables Benefit Plan on Schedule 4.14SCHEDULE 3.19. (b) Except as set forth in Schedule 4.14, all CFC All Inflatables Benefit Plans conform in all material respects to, and are being administered and operated in material compliance with, all applicable requirements of ERISA and the Code. All returns, reports and disclosure statements required to be filed or delivered under ERISA and the Code with respect to all CFC Inflatables Benefit Plans have been filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the CFC Inflatables Benefit Plans that could subject CFC Inflatables to any material penalty or tax imposed under the Code or ERISA. (c) Except as set forth in Schedule 4.14on SCHEDULE 3.19, any CFC Inflatables Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the IRS to be so qualified, and such determination is current, remains in effect and has not been revoked. To the best knowledge of CFC and CFB, nothing Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes on unrelated business income under the Code or ERISA with respect to any CFC Inflatables Benefit Plan. (d) CFC and CFB have Inflatables adequately reserved for all liabilities accrued prior to the Effective Time under CFC's and CFB Inflatables' nonqualified retirement or deferred compensation plans. (e) Except as set forth in Schedule 4.14on SCHEDULE 3.19, neither CFC nor CFB Inflatables has any no current or contingent obligation to contribute to any multiemployer multi-employer plan (as defined in Section 3(37) of ERISA). Neither CFC nor CFB Inflatables has any no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the CFC Inflatables Benefit Plans. (f) There are no pending or threatened claims by or on behalf of any CFC Inflatables Benefit PlansPlan, or by or on behalf of any individual participants or beneficiaries of any CFC Inflatables Benefit PlansPlan, alleging any breach of fiduciary duty on the part of CFC or CFB Inflatables or any of such party's its officers, directors or employees under ERISA, the Code or any applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans. The CFC Inflatables Benefit Plans are not the subject of any investigation, audit or action by the IRS, the Department of Labor or the PBGC. CFC and CFB have Inflatables has made all required contributions under the CFC Inflatables Benefit Plans, including the payment of any premiums payable to the PBGC and other insurance premiums. There is no underfunding liability for any CFC Inflatables Benefit Plan that is subject to the funding requirements of Section 312 412 of the Code. (g) Neither CFC nor CFB maintains Inflatables does not maintain any defined benefit plan, and neither has incurred, or nor has any reason to expect that it will incur, any liability to the PBGC or otherwise under Title IV or ERISA (including early withdrawal liability) or under the Code with respect to any such plan. No CFC Inflatables Benefit Plan has been subject to a reportable event for which notice would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any CFC Inflatables Benefit Plan has been instituted or threatened. (h) With respect to any CFC Inflatables Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (in this subsection, a "Welfare Plan"), (i) each such Welfare Plan for which contributions are claimed as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to such a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any CFC Inflatables Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the material requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the applicable provisions of the Social Security Act, (iv) such Welfare Plan may be amended or terminated at any time on or after the Closing Date, and (v) there are no benefits to be provided to retirees under a group health plan that are subject to disclosure under Financial Accounting Standards Board Standard No. 106. (i) Except as set forth on SCHEDULE 3.19, as of the Closing Date, there will be no contract, agreement, plan or arrangement covering any person that provides for the payment of an amount that would not be deductible to Inflatables by reason of Section 280G or any other provision of the Code.