Common use of ERISA and Related Matters Clause in Contracts

ERISA and Related Matters. 4.20.1 The XLI Pension Plans are qualified under Section 401 of the Code and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and nothing has occurred with respect to the operation of the XLI Pension Plans which could cause the loss of such qualification or exemption or the imposition of any liability or tax under ERISA or the Code. 4.20.2 Neither XLI nor any Related Party maintains or has ever maintained a pension plan subject to Title IV of ERISA. 4.20.3 There is no material violation of ERISA or the Code with respect to the filing of applicable statements, reports, documents and notices with the Secretary of Labor or the Secretary of the Treasury or the furnishing of statements, reports, documents and notices to the participants or beneficiaries with respect to the XLI Employee Benefit Plans. 4.20.4 True, correct and complete copies of the following documents for each XLI Employee Benefit Plan have been made available to Oak or its counsel by XLI: (i) all plan documents and related trust documents, insurance contracts and other documents pursuant to which benefits under such Plans are funded or paid, including all amendments, modifications and supplements thereto, (ii) Forms 5500, financial statements and actuarial reports, if any, for the last three Plan years and any estimates of projected future liabilities, (iii) the last Internal Revenue Service determination letter, (iv) the most recent summary Plan descriptions, (v) all written communications given to all or any specific group of employees and (vi) written descriptions of all oral agreements relating to the Employee Benefit Plans. 4.20.5 There are no pending claims or lawsuits which have been asserted or instituted against any XLI Employee Benefit Plan, the assets of any of the trusts under such Plans, XLI or a Related Party or against any fiduciary of any Employee Benefit Plan with respect to the operation of such Plans, nor does XLI have knowledge of facts which could form the basis for any such claim or lawsuit. 4.20.6 All amendments and actions required to have been taken prior to the date hereof to bring the XLI Employee Benefit Plans and the XLI Pension Plans into conformity in all material respects with all of the applicable provisions of ERISA and all other applicable laws have been made or taken. 4.20.7 Any bonding required with respect to the XLI Pension Plans in accordance with applicable provisions of ERISA has been obtained, and will be in full force and effect until the Effective Time. 4.20.8 Each XLI Employee Benefit Plan has been maintained, in all material respects, in accordance with its terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable law, and neither XLI (or a Related Party) nor any "party in interest" or "disqualified person" with respect to any such Employee Benefit Plan has engaged in a "prohibited transaction" within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA for which no statutory or administrative exemption exists.

ERISA and Related Matters. 4.20.1 The XLI Pension Plans are qualified under (a) Except as set forth in Section 401 5.15 of the Code and Disclosure Schedule, Seller has no material liability, whether direct, indirect, contingent or otherwise (i) for any violation of the trusts maintained pursuant thereto are exempt from federal income taxation under health care requirements of Part 6 Title I of ERISA or Section 501 4980B of the Code, and nothing has occurred with respect to the operation (ii) under Sections 502(i) or 502(l) of ERISA or Section 4975 of the XLI Pension Plans which could cause the loss Code, (iii) under Section 302 of such qualification or exemption or the imposition of any liability or tax under ERISA or Section 412 of the Code. 4.20.2 Neither XLI nor any Related Party maintains Code or has ever maintained a pension plan subject to (iv) under Title IV of ERISA. 4.20.3 There (b) Except as set forth in Section 5.15 of the Disclosure Schedule, Seller does not maintain, and is no material violation not required to contribute to, any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA ERISA) or the Code "welfare benefit plan" (as such term is defined in Section 3(1) of ERISA), on behalf of any employees of Seller. Seller has never maintained, contributed to, or had any liability whatsoever (whether direct, indirect, contingent or otherwise) with respect to any multiemployer plan (as such term is defined in Section 3(37) of ERISA). Each of the filing plans described in Section 5.15 of applicable statementsthe Disclosure Schedule ("Seller's ERISA Benefit Plans"), reportswhich is intended to qualify under Section 401(a) of the Code, documents has received a favorable determination letter from the IRS, and, to Seller's knowledge, no event has occurred that would cause any such plan to cease being so qualified. Except as set forth in Section 5.15 of the Disclosure Schedule, each of Seller's ERISA Benefit Plans complies in form and notices has been administered in accordance with the Secretary requirements of Labor ERISA and, where applicable, the Code, in all material respects. Seller has made all required contributions to its 401(k) plan, including remittance of all participants' 401(k) contributions. (c) Seller has delivered or the Secretary of the Treasury or the furnishing of statementsmade available to Buyer, reports, documents and notices to the participants or beneficiaries with respect to the XLI Employee each of Seller's ERISA Benefit Plans. 4.20.4 True, correct and complete copies of the following documents for each XLI Employee Benefit Plan have been made available to Oak or its counsel by XLI: (i) all plan documents and related trust documents, insurance contracts and other documents pursuant to which benefits under such Plans are funded or paid, including all amendments, modifications trust agreements and supplements theretoinsurance contracts, (ii) Forms 5500, financial statements and actuarial reports, if any, for the last three Plan years and any estimates of projected future liabilitiesmost recent IRS determination letter, (iii) the last Internal Revenue Service determination lettermost recent Annual Report (Form 5500 Series) and accompanying schedules, as filed, (iv) the most recent current and, to the extent available, the prior summary Plan descriptionsplan description, (v) all written communications given to all or any specific group of employees the most recent financial statements and (vi) written descriptions of all oral agreements relating the most recent actuarial report. (d) There is no pending or, to the Employee Benefit Plans. 4.20.5 There are no pending claims knowledge of Seller, threatened claim that alleges any violation of ERISA or lawsuits which have been asserted any other law (i) by or instituted against any XLI Employee Benefit Plan, the assets on behalf of any of the trusts under such Plans, XLI Seller's ERISA Benefit Plans or a Related Party (ii) by any employee of Seller or any plan participant or beneficiary against any fiduciary of such plan, that would result in any Employee Benefit Plan with respect to the operation of such Plans, nor does XLI have knowledge of facts which could form the basis for any such claim or lawsuitMaterial Adverse Effect. 4.20.6 All amendments and actions required to have been taken prior to the date hereof to bring the XLI Employee Benefit Plans and the XLI Pension Plans into conformity in all material respects with all of the applicable provisions of ERISA and all other applicable laws have been made or taken. 4.20.7 Any bonding required with respect to the XLI Pension Plans in accordance with applicable provisions of ERISA has been obtained, and will be in full force and effect until the Effective Time. 4.20.8 Each XLI Employee Benefit Plan has been maintained, in all material respects, in accordance with its terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable law, and neither XLI (or a Related Party) nor any "party in interest" or "disqualified person" with respect to any such Employee Benefit Plan has engaged in a "prohibited transaction" within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA for which no statutory or administrative exemption exists.

ERISA and Related Matters. 4.20.1 The XLI Pension (a) Schedule 3.15 lists all of Sellers' Benefit Plans. Seller has made available to Buyer copies of all Sellers' Benefit Plans and related documents, including any insurance contracts, trust agreements, or other arrangements under which benefits are provided, descriptions of any one of Sellers' Benefit Plans which is not written, any summary plan descriptions of Sellers' Benefit Plans, any Form 5500 filed with respect to the most recent three plan years with respect to each one of Sellers' Benefit Plans for which a Form 5500 was required, and with respect to any one of Sellers' Benefit Plans intended to be qualified under Section 401 of the Code and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 401(a) of the Code, and nothing has occurred the most recent determination letter from the Internal Revenue Service ("IRS") with respect to such plan. (b) To Sellers’ Knowledge, each one of Sellers' Benefit Plans is in substantial compliance with, and has been administered in all material respects consistent with, the operation presently applicable provisions of ERISA, the XLI Pension Code, and state Law including but not limited to the satisfaction of all applicable reporting and disclosure requirements under the Code, ERISA, and state Law. Each Seller and each ERISA Affiliate has made all payments to all of Sellers' Benefit Plans which could cause required to be made on or prior to the loss date hereof by the terms of each such plan and applicable Law. Each one of Sellers' Benefit Plans shall have on the Closing Date sufficient assets held in trust to provide for the payment of all accrued benefits of such qualification plan, whether or exemption not vested, if such plan were terminated on the Closing Date. DB03/0502991.0020/10136186.1 WP01 (c) No Seller or the imposition any ERISA Affiliate of any liability or tax under ERISA or the Code. 4.20.2 Neither XLI nor any Related Party maintains Seller maintains, or has ever maintained contributed or has had an obligation to contribute to any one of Sellers' Benefit Plans that is a pension plan "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or is subject to Title IV of ERISA. 4.20.3 There is no material violation of ERISA or the Code with respect to the filing of applicable statements, reports, documents and notices with the Secretary of Labor or the Secretary of the Treasury or the furnishing of statements, reports, documents and notices to the participants or beneficiaries with respect to the XLI Employee Benefit Plans. 4.20.4 True, correct and complete copies of the following documents for each XLI Employee Benefit Plan have been made available to Oak or its counsel by XLI: (i) all plan documents and related trust documents, insurance contracts and other documents pursuant to which benefits under such Plans are funded or paid, including all amendments, modifications and supplements thereto, (ii) Forms 5500, financial statements and actuarial reports, if any, for the last three Plan years and any estimates of projected future liabilities, (iii) the last Internal Revenue Service determination letter, (iv) the most recent summary Plan descriptions, (v) all written communications given to all or any specific group of employees and (vi) written descriptions of all oral agreements relating to the Employee Benefit Plans. 4.20.5 There are no pending claims or lawsuits which have been asserted or instituted against any XLI Employee Benefit Plan, the assets of any of the trusts under such Plans, XLI or a Related Party or against any fiduciary of any Employee Benefit Plan with respect to the operation of such Plans, nor does XLI have knowledge of facts which could form the basis for any such claim or lawsuit. 4.20.6 All amendments and actions required to have been taken prior to the date hereof to bring the XLI Employee Benefit Plans and the XLI Pension Plans into conformity in all material respects with all of the applicable provisions of ERISA and all other applicable laws have been made or taken. 4.20.7 Any bonding required with respect to the XLI Pension Plans in accordance with applicable provisions of ERISA has been obtained, and will be in full force and effect until the Effective Time. 4.20.8 Each XLI Employee Benefit Plan has been maintained, in all material respects, in accordance with its terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable law, and neither XLI (not previously maintained or a Related Party) nor any "party in interest" or "disqualified person" with respect contributed to any such Employee Benefit Plan plan that has engaged resulted in a "prohibited transaction" any liability, or to the Knowledge of Seller any potential liability, for any one of Sellers under said Title IV. As of the date hereof, there is no outstanding unpaid minimum funding waiver within the meaning of Section 4975 412(d) of the Code Code. (d) No Seller or Title IERISA Affiliate of any Seller maintains, Part 4 or has contributed or has had an obligation to contribute to, any multiemployer plan within the meaning of Sections 3(37) or 4001(a)(3) of ERISA. No Seller or ERISA Affiliate of any Seller has any Liability to make any complete or partial withdrawal liability payments to any multiemployer plan. (e) Except as set forth on Schedule 3.15(e), none of any one of Sellers' Benefit Plans provides for which post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and at the expense of the participant or the participant's beneficiary. (f) Except as set forth on Schedule 3.15(f), neither the execution and delivery of this Agreement by Sellers nor the consummation of the transactions contemplated hereby will accelerate the time or payment or vesting, or increase the amount, of any compensation or benefits due to any Hired Employee. (g) Except as set forth on Schedule 3.15(g), no statutory Action against, by, or administrative exemption existsrelating to any one of Sellers' Benefit Plans or any fiduciary, as defined in Section 3(21) of ERISA, has been filed or is pending or, to the Knowledge of Sellers, threatened.

ERISA and Related Matters. 4.20.1 The XLI Pension (a) Set forth on Schedule 2.16 is a list of: (i) all benefit arrangements that are applicable to POC Employees (the "POC Benefit Arrangements") and (ii) all Benefit Plans that are qualified maintained, contributed to or participated in by any of the POC Companies (the "POC Companies Plans") on the date hereof. Any POC Companies Plan which covers only POC Employees or Former POC Employees (or any of them) is indicated on Schedule 2.16 and is referred to herein as a "Subsidiary Plan". (b) With respect to the Subsidiary Plans, the Sellers have supplied to Purchaser a true and correct copy of each such plan and, to the extent applicable, all applicable related trusts and amendments thereto, the most recent summary plan descriptions, summary of material modifications, favorable determination letters, actuarial reports, FAS-106 reports, the three most recently filed Form 5500 annual reports filed with the IRS and Department of Labor ("DOL"), and all filings made under the Voluntary Compliance Resolution or Closing Agreement Program or the DOL Delinquent Filer Program. Sellers have supplied to Purchaser true and correct copies of all relevant POC Benefit Arrangements, which are written, and a written description of any such POC Benefit Arrangement, which is not in written form. (c) All of the POC Companies Plans comply in form and operation in all material respects with all applicable requirements of Law, except such compliance failures which, individually or in the aggregate, can be corrected without material liability to the POC Companies under compliance programs made available by the IRS or DOL. (d) Except as set forth on Schedule 2.16, all POC Companies Plans which are employee pension benefit plans as defined in Section 401 3(2) of ERISA and which are intended to comply with Section 401(a) of the Code qualify in form and have been maintained in compliance with Section 401(a) of the trusts maintained pursuant thereto are exempt from federal income taxation under Code in all material respects. (e) There have been no "prohibited transactions" (as described in Section 501 406 of ERISA or Section 4975 of the Code, and nothing has occurred ) with respect to the operation any of the XLI Pension relevant POC Companies Plans which could cause the loss of such qualification or exemption or the imposition of result in any liability or tax under ERISA or the Codeto any POC Company. 4.20.2 Neither XLI nor (f) Except as set forth on Schedule 2.16, all accrued obligations of the POC Companies, whether arising by operation of Law, by contract or by past custom, for compensation, including bonuses, to its officers, directors, employees, consultants or agents, for Taxes and other obligations to any Related Party maintains Governmental Authority payable by any of the POC Companies in connection with such compensation, and for payments with respect to any POC Companies Plan, have been paid, or has ever maintained a pension plan adequate accruals for such obligations have been and are being made by the POC Companies, and will be reflected on the Closing Balance Sheet. (g) There are no pending actions, suits or claims involving any POC Companies Plans other than routine claims for benefits and qualified domestic relations, medical or child support orders. (h) None of the POC Companies Plans are multiemployer plans (as defined in Section 3(37) of ERISA). (i) Except as set forth in Schedule 2.16, with respect to each POC Companies Plan which is subject to Title IV of ERISA. 4.20.3 There is no material violation , Part 3 of Title I of ERISA or the Code with respect to the filing of applicable statements, reports, documents and notices with the Secretary of Labor or the Secretary Section 412 of the Treasury or the furnishing of statements, reports, documents and notices to the participants or beneficiaries with respect to the XLI Employee Benefit Plans. 4.20.4 True, correct and complete copies of the following documents for each XLI Employee Benefit Plan have been made available to Oak or its counsel by XLICode: (i) all plan documents and related trust documentsno reportable event (within the meaning of Section 4043 of ERISA, insurance contracts and other documents pursuant to than an event for which benefits under such Plans are funded or paid, including all amendments, modifications and supplements theretothe reporting requirements have been waived by regulations) has occurred, (ii) Forms 5500there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), financial statements and actuarial reportswhether or not waived, if any, for as of the last three Plan years and any estimates of projected future liabilitiesmost recently ended plan year, (iii) there is no "unfunded benefit liability" (within the last Internal Revenue Service determination lettermeaning of Section 4001(a)(18) of ERISA, but excluding from the definition of "current value" of "assets" accrued but unpaid contributions), (iv) the most recent summary Plan descriptions, (v) all written communications given to all or any specific group of employees and (vi) written descriptions of all oral agreements relating to the Employee Benefit Plans. 4.20.5 There are no pending claims or lawsuits which have been asserted or instituted against any XLI Employee Benefit Plan, the assets of any of the trusts under such Plans, XLI or a Related Party or against any fiduciary of any Employee Benefit Plan with respect to the operation of such Plans, nor does XLI have knowledge of facts which could form the basis for any such claim or lawsuit. 4.20.6 All amendments and actions "required to have been taken prior to the date hereof to bring the XLI Employee Benefit Plans and the XLI Pension Plans into conformity in all material respects with all of the applicable provisions of ERISA and all other applicable laws have been made or taken. 4.20.7 Any bonding required with respect to the XLI Pension Plans in accordance with applicable provisions of ERISA has been obtained, and will be in full force and effect until the Effective Time. 4.20.8 Each XLI Employee Benefit Plan has been maintained, in all material respects, in accordance with its terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable law, and neither XLI (or a Related Party) nor any "party in interest" or "disqualified person" with respect to any such Employee Benefit Plan has engaged in a "prohibited transactioninstallments" within the meaning of Section 4975 412(m) of the Code and Section 302(e) of ERISA, whichever may apply have been made when due, (v) none of Sellers, the POC Companies or Title Iany ERISA Affiliate is required to provide security under Section 401(a)(29) of the Code, Part 4 (vi) all premiums (and interest charges and penalties for late payment, if applicable) have been paid when due to the Pension Benefit Guaranty Corporation ("PBGC"), (vii) no filing has been made by or on behalf of any ERISA Affiliate with the PBGC, (viii) no proceeding has been commenced by the PBGC to terminate any such Plan, and (ix) no condition exists which could constitute grounds for the termination of any such Plan by the PBGC. (j) Except as set forth in Schedule 2.16, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment): (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any POC Employee, any POC Companies Plan or any POC Benefit Arrangement or otherwise, (ii) significantly increase any benefits otherwise payable under any POC Companies Plan, or (iii) result in any acceleration of the time of payment or vesting of any material benefits. (k) Except as set forth in Schedule 2.16, or as required by Law, no POC Companies Plan provides post-employment medical, disability or life insurance benefits. The POC Financial Statements accurately reflect the liability for any such post-employment benefits, as required by FAS-106. (l) Except as disclosed on Schedule 2.16, no POC Company has any liability, contingent or otherwise with respect to any Benefit Plan maintained by the Sellers or any ERISA Affiliate thereof, which is not a POC Companies Plan. (m) Except as set forth on Schedule 2.16: (i) each Foreign Plan is, and has been, established, registered (where required), qualified, administered, funded (where required), and invested in compliance in all material respects with the terms thereof and all applicable laws, (ii) with respect to each Foreign Plan, all required filings and reports have been made in a timely and complete manner with necessary governmental authorities, (iii) all obligations of the POC Companies to or under the Foreign Plans (whether pursuant to the terms thereof or any applicable laws) have been satisfied, and there are no statutory outstanding defaults or administrative exemption existsviolations thereunder by such POC Companies, (iv) full payment has been made in a timely manner of all amounts which are required to be made as contributions, payments or premiums to or in respect of any Foreign Plan under applicable law or under any Foreign Plan or any agreement relating to a Foreign Plan, and (v) no taxes, penalties or fees are owing or assessable under any such Foreign Plan. (n) To the knowledge of Sellers, no event has occurred with respect to any registered Foreign Plan which would result in the revocation of the registration of such Foreign Plan, or which would entitle any person (without the consent of the sponsor of such Foreign Plan) to wind up or terminate any such Foreign Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the tax status of any such Foreign Plan. (o) There are no going-concern unfunded actuarial liabilities, past service unfunded liabilities or solvency deficiencies with respect to any of the Foreign Plans. No contribution holidays have been taken under any such Foreign Plans. There have been no withdrawals of assets or transfers of assets from any such Foreign Plan, except in accordance with applicable laws.

ERISA and Related Matters. 4.20.1 The XLI Pension (a) Set forth on Schedule 2.16 is a list of: (i) all benefit arrangements that are applicable to POC Employees (the "POC Benefit Arrangements") and (ii) all Benefit Plans that are qualified maintained, contributed to or participated in by any of the POC Companies (the "POC Companies Plans") on the date hereof. Any POC Companies Plan which covers only POC Employees or Former POC Employees (or any of them) is indicated on Schedule 2.16 and is referred to herein as a "Subsidiary Plan". (b) With respect to the Subsidiary Plans, the Sellers have supplied to Purchaser a true and correct copy of each such plan and, to the extent applicable, all applicable related trusts and amendments thereto, the most recent summary plan descriptions, summary of material modifications, favorable determination letters, actuarial reports, FAS-106 reports, the three most recently filed Form 5500 annual reports filed with the IRS and Department of Labor ("DOL"), and all filings made under the Voluntary Compliance Resolution or Closing Agreement Program or the DOL Delinquent Filer Program. Sellers have supplied to Purchaser true and correct copies of all relevant POC Benefit Arrangements, which are written, and a written description of any such POC Benefit Arrangement, which is not in written form. (c) All of the POC Companies Plans comply in form and operation in all material respects with all applicable requirements of Law, except such compliance failures which, individually or in the aggregate, can be corrected without material liability to the POC Companies under compliance programs made available by the IRS or DOL. (d) Except as set forth on Schedule 2.16, all POC Companies Plans which are employee pension benefit plans as defined in Section 401 3(2) of ERISA and which are intended to comply with Section 401(a) of the Code qualify in form and have been maintained in compliance with Section 401(a) of the trusts maintained pursuant thereto are exempt from federal income taxation under Code in all material respects. (e) There have been no "prohibited transactions" (as described in Section 501 406 of ERISA or Section 4975 of the Code, and nothing has occurred ) with respect to the operation any of the XLI Pension relevant POC Companies Plans which could cause the loss of such qualification or exemption or the imposition of result in any liability or tax under ERISA or the Codeto any POC Company. 4.20.2 Neither XLI nor (f) Except as set forth on Schedule 2.16, all accrued obligations of the POC Companies, whether arising by operation of Law, by contract or by past custom, for compensation, including bonuses, to its officers, directors, employees, consultants or agents, for Taxes and other obligations to any Related Party maintains Governmental Authority payable by any of the POC Companies in connection with such compensation, and for payments with respect to any POC Companies Plan, have been paid, or has ever maintained a pension plan adequate accruals for such obligations have been and are being made by the POC Companies, and will be reflected on the Closing Balance Sheet. (g) There are no pending actions, suits or claims involving any POC Companies Plans other than routine claims for benefits and qualified domestic relations, medical or child support orders. (h) None of the POC Companies Plans are multiemployer plans (as defined in Section 3(37) of ERISA). (i) Except as set forth in Schedule 2.16, with respect to each POC Companies Plan which is subject to Title IV of ERISA. 4.20.3 There is no material violation , Part 3 of Title I of ERISA or the Code with respect to the filing of applicable statements, reports, documents and notices with the Secretary of Labor or the Secretary Section 412 of the Treasury or the furnishing of statements, reports, documents and notices to the participants or beneficiaries with respect to the XLI Employee Benefit Plans. 4.20.4 True, correct and complete copies of the following documents for each XLI Employee Benefit Plan have been made available to Oak or its counsel by XLICode: (i) all plan documents and related trust documentsno reportable event (within the meaning of Section 4043 of ERISA, insurance contracts and other documents pursuant to than an event for which benefits under such Plans are funded or paid, including all amendments, modifications and supplements theretothe reporting requirements have been waived by regulations) has occurred, (ii) Forms 5500there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), financial statements and actuarial reportswhether or not waived, if any, for as of the last three Plan years and any estimates of projected future liabilitiesmost recently ended plan year, (iii) there is no "unfunded benefit liability" (within the last Internal Revenue Service determination lettermeaning of Section 4001(a)(18) of ERISA, but excluding from the definition of "current value" of "assets" accrued but unpaid contributions), (iv) the most recent summary Plan descriptions, (v) all written communications given to all or any specific group of employees and (vi) written descriptions of all oral agreements relating to the Employee Benefit Plans. 4.20.5 There are no pending claims or lawsuits which have been asserted or instituted against any XLI Employee Benefit Plan, the assets of any of the trusts under such Plans, XLI or a Related Party or against any fiduciary of any Employee Benefit Plan with respect to the operation of such Plans, nor does XLI have knowledge of facts which could form the basis for any such claim or lawsuit. 4.20.6 All amendments and actions "required to have been taken prior to the date hereof to bring the XLI Employee Benefit Plans and the XLI Pension Plans into conformity in all material respects with all of the applicable provisions of ERISA and all other applicable laws have been made or taken. 4.20.7 Any bonding required with respect to the XLI Pension Plans in accordance with applicable provisions of ERISA has been obtained, and will be in full force and effect until the Effective Time. 4.20.8 Each XLI Employee Benefit Plan has been maintained, in all material respects, in accordance with its terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable law, and neither XLI (or a Related Party) nor any "party in interest" or "disqualified person" with respect to any such Employee Benefit Plan has engaged in a "prohibited transactioninstallments" within the meaning of Section 4975 412(m) of the Code and Section 302(e) of ERISA, whichever may apply have been made when due, (v) none of Sellers, the POC Companies or Title Iany ERISA Affiliate is required to provide security under Section 401(a)(29) of the Code, Part 4 (vi) all premiums (and interest charges and penalties for late payment, if applicable) have been paid when due to the Pension Benefit Guaranty Corporation ("PBGC"), (vii) no filing has been made by or on behalf of any ERISA Affiliate with the PBGC, (viii) no proceeding has been commenced by the PBGC to terminate any such Plan, and (ix) no condition exists which could constitute grounds for the termination of any such Plan by the PBGC. (j) Except as set forth in Schedule 2.16, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment): (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any POC Employee, any POC Companies Plan or any POC Benefit Arrangement or otherwise, (ii) significantly increase any benefits otherwise payable under any POC Companies Plan, or (iii) result in any acceleration of the time of payment or vesting of any material benefits. (k) Except as set forth in Schedule 2.16, or as required by Law, no POC Companies Plan provides post-employment medical, disability or life insurance benefits. The POC Financial Statements accurately reflect the liability for any such post-employment benefits, as required by FAS-106. (l) Except as disclosed on Schedule 2.16, no POC Company has any liability, contingent or otherwise with respect to any Benefit Plan maintained by the Sellers or any ERISA Affiliate thereof, which is not a POC Companies Plan. (m) Except as set forth on Schedule 2.16: (i) each Foreign Plan is, and has been, established, registered (where required), qualified, administered, funded (where required), and invested in compliance in all material respects with the terms thereof and all applicable laws, (ii) with respect to each Foreign Plan, all required filings and reports have been made in a timely 18 and complete manner with necessary governmental authorities, (iii) all obligations of the POC Companies to or under the Foreign Plans (whether pursuant to the terms thereof or any applicable laws) have been satisfied, and there are no statutory outstanding defaults or administrative exemption existsviolations thereunder by such POC Companies, (iv) full payment has been made in a timely manner of all amounts which are required to be made as contributions, payments or premiums to or in respect of any Foreign Plan under applicable law or under any Foreign Plan or any agreement relating to a Foreign Plan, and (v) no taxes, penalties or fees are owing or assessable under any such Foreign Plan. (n) To the knowledge of Sellers, no event has occurred with respect to any registered Foreign Plan which would result in the revocation of the registration of such Foreign Plan, or which would entitle any person (without the consent of the sponsor of such Foreign Plan) to wind up or terminate any such Foreign Plan, in whole or in part, or could otherwise reasonably be expected to have an adverse effect on the tax status of any such Foreign Plan. (o) There are no going-concern unfunded actuarial liabilities, past service unfunded liabilities or solvency deficiencies with respect to any of the Foreign Plans. No contribution holidays have been taken under any such Foreign Plans. There have been no withdrawals of assets or transfers of assets from any such Foreign Plan, except in accordance with applicable laws.