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I complete or partial withdrawal, within the meaning of ERISA Section 4203 or 4205, from such a "multiemployer plan." Except as disclosed on Schedule 3.13 or as required under Code Section 4980B or ERISA Sections 601-609, no Employee Plan provides health, life insurance or medical coverage to former employees of the Falcon Companies. (b) Qualified Plans, Except as disclosed in Schedule 3.13with respect to each Employee Plan, and slier taking into consideration the effect of the payments to be made with respect to the Employee Plans: (1) each such Employee Plan that is intended to be tax -qualified is the subject of favorable determination letter, and no such determination letter has been revoked, and to the best of Falctnis Knowledge, no revocation has been threatened, no event has occurred and no circumstances exist that would adversely affect the tax -qualification of such Employee Plan; (2) no Employee Plan is , or within the past six years has been, subject to Section 302 or Tide N of ERISA or Section 412 of the Code; (3) no nonexempt prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Pan 4 of ERISA, has occurred which would subject the Falcon Companies to any material liability; (4) there is no termination or penial termination, or requirement to provide security with respect to any Employee Plan; (5) the fair market value of the assets of my Employee Plan would equal or exceed the value of all liabilities and obligations of such Employee Plan if such plan were to terminate on the Closing Date; and (6) the transactions contemplated by this Agreement will not result in liability under ERISA to any Falcon Companies or Buyer, or any of their respective ERISA Affiliates, or any entitlement to any additional benefits or any acceleration of the time of payment or vesting of my benefits under any Employee Plan of any Falcon Company for any employee of my Falcon Company. (c) Plan Administration. Each Employee Plan and each Compensation Arrangement has been operated and administered in all material respect in accordance with its terms and all applicable laws, including ERISA and the Code. No Falcon Company has received notice of any investigations by my governmental agency or other claims (except claims for benefits payable in the normal operation of my Employee Plan), suits or proceedings against or involving any Employee Plan or asserting my rights to or claims for benefits under my Employee Plan that could give rise to my material liability, and there are not my facts that could give rise to my material liability in the event of such investigation, claim, suit or proceeding. (d) Welfare Plan Fundine. The list ofEmployee Plans in Schedule 3.13 discloses whether each Pian that is an "employee weltare benefit plan" as defined in section 3(q of ERISA is (i) unfunded, (ii) funded through a "welfare benefit fund," as such term is defined in section 419(e) of the Code, or other funding mechanism or (iii) insured. (e) Employee Classification. Each of the Falcon Companies and their ERISA Affiliates have properly classified individuals providing services to my Falcon Company or any ERISA Afliatu sasemployees ornon-employees except to the extent that a misclassification would not be material. (f) Labor Unions. As of the date of this Agreement, other than as disclosed in Schedule 3.13none of the Falcon Companies is party to or bound by my collective bargaining agreement. As of the date of this Agreement, other than as disclosed in Schedule 3.13. to Falcon's oc..U3amxCmron 32