EFTA Document EFTA01390640

constitute "plan assets" under Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERLSA"), and, together with the Agreement and the Transactions, are not and will not be subject to Part 4, Subtitle B, Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended ("Code"); (B) either (x) the assets of Party B do not and will not constitute the assets of any "governmental plan" within the meaning of Section 3(32) of ERISA and, together with