Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," (a) Except as defined would not reasonably be expected, individually or in Section 3(3) of ERISA which the aggregate, to have a Material Adverse Effect: (i) each Plan is subject to any provision in compliance with the applicable provisions of ERISA and the Code; (ii) is or was at any time no Reportable Event has occurred during the last 5 past five years maintained, administered or contributed as to by the Seller which Holdings or any affiliate of the Restricted Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC; (iii) no ERISA Event has occurred or is reasonably expected to occur; (iv) none of Holdings or any of the Restricted Subsidiaries has engaged in a “prohibited transaction” (as defined in Section 407(d)(7406 of ERISA and Code Section 4975) of ERISA) and covers in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" plan (as defined in Section 3(2) of ERISA) that would subject Holdings or any of the Restricted Subsidiaries to tax or other penalty; (v) none of Holdings, includingany of the Restricted Subsidiaries or, without limitationto the knowledge of the Borrower or any of the other Restricted Subsidiaries, a "multiemployer plan," as defined any ERISA Affiliate has received any written notification that any Multiemployer Plan is in Section 3(37) reorganization or has been terminated within the meaning of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee or has knowledge that any Multiemployer Plan is maintained reasonably expected to be in connection with reorganization (within the meaning of Section 4242 of ERISA), terminated, insolvent (within the meaning of Section 4245 of ERISA), or in endangered or in, or reasonably expected to be in, critical status (within the meaning of Section 305 of ERISA); and (vi) none of Holdings, any trust described in Section 501(c)(9) of the Code. It is understood Restricted Subsidiaries or, to the knowledge of the Borrower and agreed that Buyer is not assuming the other Restricted Subsidiaries, any Employee Plans or liabilities associated therewithERISA Affiliate has incurred, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by neither Holdings nor any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subjectRestricted Subsidiaries is reasonably expected to incur, directly or indirectly, any Withdrawal Liability to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateMultiemployer Plan.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 Set forth in DL 3.14 is an accurate and complete list of each "domestic and foreign employee benefit plan," as defined in , within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"), whether or not subject to ERISA, and each stock option, stock appreciation right, restricted stock, incentive, bonus, profit-sharing, savings, deferred compensation, health, medical, life, disability, accident, supplemental unemployment or retirement, employment, severance or salary or benefits continuation plan, program, arrangement or agreement maintained by the Corporation or any of its Subsidiaries or affiliates (including, for this purpose and for the purpose of all of the representations in this Section 3.14, any predecessors to the Corporation or to any such Subsidiaries or affiliates and all employers (whether or not incorporated) that would be treated together with the Corporation and/or any of its Subsidiaries as a single employer within the meaning of Section 414 of the Code, or to which the Corporation or any such Subsidiary or affiliate contributes (ior has any obligation to contribute), has any liability or is a party (collectively, the "Employee Benefit Plans"). Except to the extent that any breach of the following representations could not reasonably be expected to have a Material Adverse Effect on the Corporation or as disclosed in DL 3.14,(i) each Employee Benefit Plan (and each related trust, insurance contract or fund) is subject in compliance with applicable law (including, without limitation, ERISA and the Code) and has been administered and operated in all respects in accordance with its terms;(ii) except as set forth in DL 3.14, each Employee Benefit Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any provision such determination;(iii) no complete or partial termination of any Employee Benefit Plan covered by Title IV of ERISA has occurred and (ii) is no proceedings have been instituted to terminate or was at appoint a trustee to administer any time during such Employee Benefit Plan, and no such Employee Benefit Plan has been the last 5 years maintained, administered or contributed to by the Seller or any affiliate subject of a "reportable event" (as defined in Section 407(d)(7) 4043 of ERISA) and covers any employee or former employee of the Seller or any affiliate or under for which the Seller or any affiliate 30-day notice requirement has any liability. Such plans are referred to collectively herein as not been waived by the Pension Benefit Guaranty Corporation (the "PBGC"); (iv)neither the Corporation nor any of its Subsidiaries has incurred any unsatisfied liability to the PBGC with respect to any Employee Plans." None of the Employee Plans would, individually or collectively, constitute Benefit Plan which is an "employee pension benefit plan" as defined in (within the meaning of Section 3(2) of ERISA), including, without limitation, a "multiemployer plan," as defined in any liability under Section 3(37) 4069 of ERISA or any penalty imposed under Section 4071 of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to otherwise incurred any liability under Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) ERISA or Chapter 43 of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Code with respect to any such Employee Benefit Plan, and no event has occurred and no condition or circumstance has existed that would give rise to any such liability;(v) no Employee Benefit Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees subject to Section 412 of the Seller Code or Section 302 of ERISA has incurred any accumulated funding deficiency within the meaning of such sections of the Code or ERISA or obtained or applied for a waiver of any minimum funding standards or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA;(vi) the actuarial present value of the accumulated plan benefits under any Employee Benefit Plan that is an "employee pension benefit plan" (within the meaning of Section 3(2) of ERISA), whether or not vested and determined in accordance with PBGC actuarial methods, factors and assumptions applicable to such a plan terminating on the Closing Date, does not exceed the fair value of the assets allocable thereto;(vii) no Employee Benefit Plan is a "multi-employer plan" (as defined in the Code or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of the Code or ERISA) and neither the Corporation nor any Subsidiary contributes to or has contributed to, or had any liability or obligation with respect to any multi-employer plan;(viii) full payment has been timely made of all amounts which the Corporation or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of its Subsidiaries is required under applicable law or under any fund, reserve Employee Benefit Plan or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant related agreement to Section 401(h) have paid as of the Code). The Seller has reserved its right to amend or terminate any last day of the most recent fiscal year, of such Employee Benefit Plan or other benefit arrangement providing health or medical benefits related agreement ended prior to the date hereof, and the Corporation and its Subsidiaries have made adequate provisions, in respect of any active employee of the Seller accordance with GAAP, in their financial statements for all obligations and liabilities under all Employee Benefit Plans that have accrued but have not been paid because they are not yet due under the terms of any such plan and descriptions thereof given to employees. With respect Employee Benefit Plan, related agreement, or applicable law;(ix) neither the Corporation nor any of its Subsidiaries have any unfunded liabilities pursuant to any Employee Plans Benefit Plan which are is an "group health plansemployee pension benefit plan" (within the meaning of Section 3(2) of ERISA) that is not intended to be qualified under Section 401(a) of the Code; (x) the applicable requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code have been met with respect to each Employee Benefit Plan that is a "group health plan" (as such term is defined in Section 607(1) of ERISA or Section 5000(b)(1) of the Code);(xi) no Employee Benefit Plan provides for post-employment or retiree health, life insurance or other welfare benefits which could result in a material liability of the Corporation or any Subsidiary;(xii) neither the Corporation nor any Subsidiary, nor any of their respective directors, officers or employees, or, to Corporation's knowledge, any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 607(l3(14) of ERISA, there respectively) has been timely compliance engaged in all material respects any transaction, act or omission to act in connection with all requirements imposed thereunderany Employee Benefit Plan that could reasonably be expected to result in the imposition of a penalty or fine pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code;(xiii) no plan or agreement to which the Corporation or any Subsidiary is a party or by which it may be bound will or may, by reason of the execution of this Agreement and the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent event), result in any payment, "parachute payment" (as such term is defined in Section 280G of the Code), severance, bonus, retirement or job security or similar-type benefit, or increase any benefits or accelerate the payment or vesting of any benefits to any employee or former employee or director of the Corporation or any Subsidiary, and under Parts 6 no Employee Benefit Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits; and 7 of Title I of ERISA generally(xiv) no liability, so that claim, action, audit, examination or litigation is pending or, to the Seller and any affiliate have no (and will not incur any) lossCorporation's knowledge, assessment, tax penalty or other sanction threatened with respect to any such plan. There has been no amendment to, written interpretation or announcement Employee Benefit Plan (whether or not written) by other than routine claims for benefits payable in the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateordinary course).

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 Borrower and each "employee benefit plan," as defined of its Subsidiaries shall (a) fund all of its Pension Plan(s) in a manner that will satisfy the minimum funding standards of Section 3(3302 of ERISA, (b) furnish Administrative Agent, promptly upon Administrative Agent’s request, with copies of ERISA all reports or other statements filed with the United States Department of Labor, the PBGC or the IRS with respect to all Pension Plan(s), or which (i) is subject Borrower, or any member of a Controlled Group, may receive from the United States Department of Labor, the IRS or the PBGC, with respect to any provision of ERISA all such Pension Plan(s), and (iic) is or was at promptly advise Administrative Agent of the occurrence of any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate reportable event (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) 4043 of ERISA, includingwith respect to any Pension Plan, without limitation, other than a "multiemployer plan," as defined in Section 3(37reportable event for which the thirty (30) of ERISA, day notice requirement has been waived by the PBGC) or a "defined benefit plan," as defined in non-exempt prohibited transaction (under Section 3(35406 of ERISA or Section 4975 of the Code) with respect to any such Pension Plan(s) and subject for which Borrower or any of its Subsidiaries could reasonably be expected to incur a material liability, and the action which Borrower proposes to take with respect thereto. Borrower and each of its Subsidiaries will make all contributions when due with respect to any multi-employer pension plan in which it participates and will promptly advise Administrative Agent upon (x) its receipt of notice of the assertion against Borrower or any of its Subsidiaries of a claim for withdrawal liability, (y) the occurrence of any event which, to the best of Borrower’s knowledge, would trigger the assertion of a claim for withdrawal liability against Borrower or any of its Subsidiaries, and (z) upon the occurrence of any event which, to the best of Borrower’s knowledge, would be reasonably expected to trigger an indirect withdrawal liability (through a controlled group of which) Borrower or any of its Subsidiaries is a member under Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans whether liquidated or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datecontingent.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," (a) Except as defined would not, individually or in Section 3(3) of ERISA which the aggregate, reasonably be expected to have a Material Adverse Effect, (i) is subject to any provision each material Company Plan has been established, operated, maintained and administered in accordance with its terms and in compliance with the applicable provisions of ERISA ERISA, the Code and other applicable Laws; (ii) is no material Company Plan subject to the Laws outside of the United States which covers individual service providers located outside of the United States has any unfunded or was at any time during underfunded liabilities or obligations; and (iii) to the last 5 years maintainedKnowledge of the Company, administered or contributed to by the Seller or any affiliate each “multiemployer plan” (as defined in Section 407(d)(74001 of ERISA) to which the Company, its Subsidiaries or their respective ERISA Affiliates contributes (a “Multiemployer Plan”) is in compliance with ERISA. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) no “reportable event” (within the meaning of Section 4043(c) of ERISA) and covers any employee or former employee has occurred or, to the Knowledge of the Seller or Company, is reasonably expected to occur with respect to any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "“employee pension benefit plan" ” (as defined in under Section 3(2) of ERISA) established or maintained by the Company, including, without limitation, a "multiemployer its Subsidiaries or any of their respective ERISA Affiliates; (ii) no “single-employer plan," ” (as defined in Section 3(37) 4001 of ERISA) established or maintained by the Company, its Subsidiaries or a "defined any of their respective ERISA Affiliates, if such “single-employer plan” were terminated, would have any “amount of unfunded benefit plan," liabilities” (as defined in under Section 3(354001 of ERISA); (iii) and subject neither the Company, its Subsidiaries nor any of their respective ERISA Affiliates has incurred or, to the Knowledge of the Company, reasonably expects to incur (A) any liability under Title IV of ERISAERISA with respect to termination of, and no Employee Plan is maintained in connection with or withdrawal from, any trust described in “employee benefit plan” or (B) any liability under Section 501(c)(9) 412 of the Code or tax imposed by Section 4971, 4975 or 4980B of the Code. It is understood ; and agreed that Buyer is not assuming any Employee Plans (iv) each “employee pension benefit plan” established or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Company, its Subsidiaries or any affiliate, determined using assumptions of their respective ERISA Affiliates that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant is intended to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" be qualified under Section 4980B 401 of the Code and Section 607(l) is so qualified and, to the Knowledge of ERISAthe Company, there nothing has been timely compliance in all material respects with all requirements imposed thereunderoccurred, and under Parts 6 and 7 of Title I of ERISA generallywhether by action or failure to act, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase reasonably be expected to cause the expense loss of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datequalification.

Employee Benefit Plans. The Seller has provided and/or identified on (a) Section 4.18(a) of the Disclosure Schedule 4.16 each "contains a complete and correct list of all employee benefit plans, fringe benefit plans or other similar arrangements which pertain to any Employee (including (i) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, including plans that are multiemployer plans within the meaning of Section 3(37) of ERISA (“Multiemployer Plans”), (ii) any plan, agreement or arrangement providing for “fringe benefits” or perquisites, including transportation and meals subsidies and benefits relating to company automobiles, clubs, vacation, child care, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, or (iii) any other “employee benefit plan," as defined in ” (within the meaning of Section 3(3) of ERISA which ERISA, whether or not such plan is, in fact, regulated by ERISA) (icollectively, the “Employee Plans”). Sellers have delivered to Buyer true and correct copies of each Employee Plan (along with all amendments thereto) (including written summaries of oral Employee Plans). With respect to each Employee Plan, each Seller is in compliance with the applicable provisions of the Code, ERISA, and all other Laws and Orders applicable with respect to all such Employee Plans. Each Seller is in compliance with the terms of all Employee Plans and has performed all of its obligations under all Employee Plans including the full payment when due of all amounts required to be made as contributions thereto or otherwise. As of the Closing, there will be no accrued unpaid vacation or sick leave balances for any Employees. Neither Seller nor any entity under “common control” with a Seller (within the meaning of Section 4001 of ERISA) is subject required to any provision of ERISA and (ii) is contribute or was has, at any time during the last 5 years maintainedsince January 1, administered or 2008, ever contributed to by the Seller or had an obligation to contribute to any affiliate (as defined in Section 407(d)(7) of ERISA) and covers Multiemployer Plan or to any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and plan subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateEmployee.

Employee Benefit Plans. The Seller has provided and/or identified on Seller's Disclosure Schedule 4.16 lists each "of the Company's employee pension, profit sharing, deferred compensation, severance, cafeteria, stock option, stock purchase, incentive, golden parachute, bonus, group or individual medical and health benefits, welfare, insurance or other employee benefit plan," , program or arrangement (the "Plans") regardless of whether such plan is described in the Employee Retirement Income Security Act of 1974, as defined in Section 3(3) amended ("ERISA"), which is maintained by IBF or the Company on behalf of ERISA which (i) the employees of the Company. Complete and correct copies of all such Plans have been made available to the Purchaser for its review. There is subject to no Plan, nor has any provision of ERISA and (ii) is or was Seller Party at any time during the last 5 years maintained, administered administered, contributed or contributed been required to by the Seller or contribute to any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in ERISA, which is subject to the minimum funding requirements of Section 3(2) 412 of the Code or Section 302 of ERISA, including, without limitation, or the provisions of Title IV of ERISA. None of the Plans is a "multiemployer defined benefit plan," as defined in within the meaning of Section 3(373(35) of ERISA, or a "defined benefit multiemployer pension plan," as defined in within the meaning of Section 3(353(37) and subject to Title IV of ERISA. Each Plan and any related trust agreement, annuity contract or other funding instrument which is intended to be qualified and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) tax-exempt under the provisions of the Code. It Code is understood so qualified and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that has been so qualified during the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly period from sponsoring or participating in such Employee Plansits adoption to date. Each Employee Plan Plan, any related trust agreement, annuity contract or other funding instrument complies in all material respects and has been maintained in material compliance with its terms and, both as to form and in operation, with the requirements prescribed by any and all statutes, orders, rules and regulationsregulations which are applicable to such plans, including but not limited to, to ERISA and the Code. Neither the Seller, which are applicable to such Plan. No assets nor any of the Seller are Selling Parties have any obligation to make any payment to or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by former employee pursuant to any retiree medical benefit or other Plan. Except as disclosed in Seller's Disclosure Schedule, neither the Seller nor any of the Seller Parties would have any obligation to make any severance or other payments to any employee if such employee was terminated prior to, at or after the Closing. Except as set forth in Seller. The Seller has 's Disclosure Schedule, no liability in respect benefit, payment or other entitlement under any Plan, or under any agreement relating to the employment of post-retirement health and medical benefits for retired employees of the Seller Company, will be established or any affiliatebecome accelerated, determined using assumptions that are reasonable in the aggregatevested, over the fair market value of any fund, reserve payable or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) funded by reason of the Code). The Seller has reserved its right to amend execution and delivery of this Agreement or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee the consummation of the Seller under transactions contemplated hereby. Except as set forth on Seller's Disclosure Schedule, there are no Actions pending, or to the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B knowledge of the Code and Section 607(l) of ERISASeller, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction threatened with respect to any such plan. There has been no amendment toPlan, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof other than claims for the fiscal year ended immediately prior to payment of benefits in the Closing Dateordinary course of operation of such Plan.

Employee Benefit Plans. The Seller (a) Section 3.1.13(a) of the Company Disclosure Schedule lists each employee benefit, equity incentive plan, or compensation plan or program covering currently active, former, or retired employees of Company (“Plan”). Company has provided and/or identified on Schedule 4.16 or made available to Parent a copy of each "employee benefit planPlan document (or, if there is no Plan document, a written description), and where applicable, any related trust agreement, annuity, or insurance contract and, where applicable, the three most recent annual reports (Form 5500) filed with the U.S. Department of Labor-EBSA, including all attachments and schedules thereto. To the extent applicable, each Plan complies in all material respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code, and any Plan intended to be qualified under Code Section 401(a) or 423 is so qualified and has been so qualified since its creation, and its related trust is tax-exempt and has been since its creation. No Plan is covered by Title IV of ERISA or Code Section 412. No “prohibited transaction," ” as defined in ERISA Section 3(3) of ERISA which (i) is subject 406 or Code Section 4975, has occurred with respect to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPlan. Each Employee Plan has been maintained and administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules rules, and regulations, including but not limited to, ERISA and the Code, which are applicable to such PlanPlans. No assets There are no pending or anticipated claims against or otherwise involving any of the Seller are Plans (excluding claims for benefits incurred in the ordinary course of Plan activities) and no suit, action, or could be subject, directly other litigation has been brought against or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan. All contributions, reserves, or premium payments to each Plan accrued to the date hereof have been made or provided for. Company has not incurred any liability under Subtitle C or D of Title IV of ERISA with respect to any “single-employer plan,” within the meaning of ERISA Section 4001(a)(15), currently or formerly maintained by Company, or any entity that is considered one employer with Company under ERISA Section 4001(a)(14). Company has not incurred, and will not incur as a result of the SellerTransactions, any withdrawal liability under Subtitle E of Title IV of ERISA with respect to any “multiemployer plan,” within the meaning of ERISA Section 4001(a)(3). The Seller Company has no liability in respect obligation for retiree health or life benefits under any Plan, except as required by applicable law or to avoid excise taxes under Code Section 4980B. There are no restrictions on the rights of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right Company to amend or terminate any Employee Plan or without incurring any liability thereunder (other benefit arrangement providing health or medical benefits in respect than ordinary administrative expenses) and satisfaction of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planapplicable notice. There has have been no amendment unwritten or unexpected amendments to, written interpretation of, or announcement announcements (whether or not written) by the Seller or any affiliate Company relating to, or change in employee participation or to coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense Plan. No tax under Code Section 4980B (other than a tax that has been fully satisfied) has been incurred in respect thereof of any Plan that is a group health plan, as defined in Code Section 5000(b)(1). No act or omission has occurred (or will occur as a result of the transactions contemplated by this Agreement) and no condition exists with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA), equity incentive plan, or compensation plan or program, currently or previously sponsored, contributed to, maintained or administered by the Company or any subsidiary entity that is or was an ERISA Affiliate of the Company (as defined below) that would subject the Company (or the assets of any such plan or program) to any fine, penalty, tax or liability of any kind imposed under ERISA, the Code or other applicable legal requirements (other than liabilities for benefits accrued under plans or programs for employees of the fiscal year ended immediately prior to the Closing DateCompany and their beneficiaries).

Employee Benefit Plans. The Seller has provided and/or identified (a) Except where the failure to ---------------------- be true would not, individually or in the aggregate, have a material adverse effect on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which the Delaware Company, (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate each Delaware Company Plan (as defined in Section 407(d)(7hereinafter defined) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained operated and administered in compliance accordance with its terms and the requirements prescribed by any and all statutesapplicable Law, ordersincluding, rules and regulations, including but not limited to, ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code, which are applicable (ii) each Delaware ----- Company Plan intended to such Plan. No assets be "qualified" within the meaning of Section 401(a) of the Seller are Code is so qualified, (iii) except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 and the Rules and Regulations thereunder ("COBRA"), no Delaware Company Plan provides death or could be subjectmedical benefits (whether ----- or not insured), directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired current or former employees of the Seller Delaware Company or of any trade or business, whether or not incorporated, which together with the Delaware Company would be deemed a "single employer" within the meaning of Section 4001 of ERISA (a "Delaware Company ERISA Affiliate"), beyond their -------------------------------- retirement or other termination of service, (iv) no liability under Title IV of ERISA has been incurred by the Delaware Company or any affiliateDelaware Company ERISA Affiliate that has not been satisfied in full, determined using assumptions and no condition exists that are reasonable in presents a material risk to the aggregate, over the fair market value Delaware Company or any Delaware Company ERISA Affiliate of incurring any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes other than PBGC premiums), (v) all contributions or other amounts due from the Delaware Company or any fund established Delaware Company ERISA Affiliate with respect to each Delaware Company Plan have been paid in full, (vi) neither the Delaware Company nor any Delaware Company ERISA Affiliate has engaged in a transaction in connection with which the Delaware Company or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 401(h409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code). The Seller has reserved its right , and (vii) there are no pending or anticipated or, to amend the best knowledge of Delaware Company, threatened claims (other than routine claims for benefits) by, on behalf of or terminate against any Employee Delaware Company Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datetrusts related thereto.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in (a) Section 3(33.15(a) of ERISA which the Seller Disclosure Letter sets forth a correct and complete list as of the date hereof of (i) is subject each material Seller Benefit Plan applicable to any provision employees of ERISA Seller and its Affiliates at a global level, (ii) is each material Acquired Company Benefit Plan covering Business Employees who are primarily based in the United Kingdom and (iii) each Acquired Company Benefit Plan (marked with an asterisk) or was at any time during material Seller Benefit Plan in the last 5 years maintainedpossession of, administered or contributed reasonably accessible to by (without the Seller or any affiliate (as defined in need for inquiry to anyone not listed on Section 407(d)(71.1(e) of ERISA) and covers any employee or former employee of the Seller Disclosure Letter or so listed but not designated as having knowledge of human resources matters), any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in individual listed on Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(91.1(e) of the CodeSeller Disclosure Letter and designated as having knowledge of human resources matters. It is understood Correct and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that complete copies of the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any plan documents (and all statutesamendments or modifications thereto), ordersto the extent applicable, rules of the Acquired Company Benefit Plans and regulations, including but not limited to, ERISA and the Code, which are applicable Seller Benefit Plans required to such Plan. No assets be set forth on Section 3.15(a) of the Seller are Disclosure Letter pursuant to clause (i) or could be subject(ii) have been made available to Buyer, directly and correct and complete copies of any of the plan documents (and all amendments or indirectlymodifications thereto), to any liability or lien by reason the extent applicable, of any action or inaction taken with respect the Acquired Company Benefit Plans and Seller Benefit Plans required to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees be set forth on Section 3.15(a) of the Seller or any affiliate, determined using assumptions Disclosure Letter pursuant to clause (iii) that are reasonable in within the aggregate, over the fair market value control of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to an individual listed on Section 401(h1.1(e) of the Code)Seller Disclosure Letter hand designated as having knowledge of human resources matters have been made available to Buyer. The For the avoidance of doubt, no individual employment agreement with any Business Employee shall constitute a Seller has reserved its right to amend or terminate any Employee Benefit Plan or other benefit arrangement providing health or medical benefits in respect an Acquired Company Benefit Plan for purposes of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under this Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date3.15(a).

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3(a) of ERISA which (i) is subject to any provision of ERISA and (ii) is A Reportable Event or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISAReportable Events, or a "defined benefit plan," as defined in failure to make a required installment or other payment (within the meaning of Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9412(n)(1) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith), and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken have occurred with respect to any Employee Plan maintained by the Seller. The Seller has no or Plans that is expected to result in liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fundBorrower to the PBGC or to an Employee Plan in an aggregate amount exceeding $1,000,000 and, reserve within 30 days after the reporting of any such Reportable Event to Administrative Agent or other assets segregated for after the purpose receipt by Administrative Agent of satisfying such liability (including for such purposes any fund established a statement required pursuant to Section 401(h7.1(f), Administrative Agent shall have notified such Borrower in writing that (i) Required Lenders have made a reasonable determination that, on the basis of such Reportable Event or Reportable Events or the failure to make a required payment, there are grounds under Title IV of ERISA for the termination of such Employee Plan or Plans by the PBGC, or the appointment by the appropriate United States district court of a trustee to administer such Employee Plan or Plans or the imposition of a Lien pursuant to section 412(n) of the Code). The Seller Code in favor of an Employee Plan and (ii) as a result thereof, an Event of Default exists hereunder; or (b) any Borrower or any ERISA Affiliate has reserved its right provided to amend any affected party a 60 day notice of intent to terminate an Employee Plan pursuant to a distress termination in accordance with section 4041(c) of ERISA if the liability expected to be incurred as a result of such termination will exceed $1,000,000; or (c) a trustee shall be appointed by a United States district court to administer any such Employee Plan; or (d) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any such Employee Plan; or (e) (i) any Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that is has incurred withdrawal liability (within the meaning of section 4201 of ERISA to such Multiemployer Plan), (ii) such Borrower or such ERISA Affiliate does not have reasonable grounds for contesting such withdrawal liability or is not contesting such withdrawal liability in a timely and appropriate manner and (iii) the amount of such withdrawal liability specified in such notice, when aggregated with all other benefit arrangement providing health or medical benefits amounts required to be paid to Multiemployer Plans in respect of any active employee connection with withdrawal liabilities (determined as of the Seller under date or dates of such notification), exceeds $1,000,000; or (f) any Borrower or any ERISA Affiliate shall have been notified by the terms sponsor of any a Multiemployer Plan that such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B Multiemployer Plan is in reorganization or is being terminated, within the meaning of the Code and Section 607(l) Title IV of ERISA, there has if solely as a result of such reorganization or termination the aggregate annual contributions of any Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or have been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that or are being terminated have been or will be increased over the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect amounts required to any be contributed to such plan. There has been no amendment to, written interpretation or announcement (whether or not written) Multiemployer Plans for their most recently completed plan years by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datean amount exceeding $1,000,000.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as would not, individually or in the aggregate, reasonably be expected to have an Actavis Material Adverse Effect, (A) each of the Actavis Benefit Plans has been operated and administered in material compliance in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Actavis Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Actavis Benefit Plan provides benefits, including death or was at any time during the last 5 years maintainedmedical benefits (whether or not insured), administered with respect to current or contributed to former employees or directors of Actavis or its Subsidiaries beyond their retirement or other termination of service, other than under COBRA or comparable U.S. state law; (D) no liability under Title IV of ERISA has been incurred by the Seller Actavis, its Subsidiaries or any affiliate of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Actavis, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Actavis Benefit Plan is a “multiemployer pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA, and no Employee ; (F) all contributions or other amounts payable by Actavis or its Subsidiaries as of the Effective Time pursuant to each Actavis Benefit Plan is maintained in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP; (G) neither Actavis nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Actavis or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, or to the knowledge of Actavis, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee of the Actavis Benefit Plans or liabilities associated therewith, and any trusts related thereto that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating would result in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all a material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "3.1(q) sets forth all pension, thrift, savings, profit sharing, retirement, incentive bonus or other bonus, medical, dental, life, accident insurance, employee benefit, employee welfare, disability, group insurance, stock purchase, stock option, stock appreciation, stock bonus, executive or deferred compensation, hospitalization and other similar fringe or employee benefit plan," plans, programs and arrangements, and severance agreements or plans, vacation and sick leave plans, programs, arrangements and policies including, without limitation, all “employee benefit plans” (as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), for the benefit of, or relating to, any persons employed by the Company (“Employee”). The items described in the foregoing sentence are hereinafter sometimes referred to collectively as “Employee Plans” and each individually as an “Employee Plan.” True and correct copies of all the Employee Plans, including all amendments thereto, have heretofore been made available to the Purchaser. The Company has never maintained, established, sponsored, participated in, or contributed to or been obligated to contribute to: (i) is any pension plan subject to any provision Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”); (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate “multiemployer plan” (as defined in Section 407(d)(7) 4001 of ERISA); or (iii) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust multiple employer plan described in Section 501(c)(9) 413 of the Code. It is understood and agreed that Buyer is The Company has no liability, contingent or otherwise, with respect to any employee benefit plan as a result of having been a member of a controlled group within the meaning of Code Section 414. There have been no “prohibited transactions” within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code for which a statutory or administrative exemption does not assuming exist with respect to any Employee Plans or liabilities associated therewithPlan, and that no event or omission has occurred in connection with which Company or any of its assets or any Employee Plan, directly or indirectly, could be subject to any liability under ERISA, the Seller shall retain Code or any other law or order applicable to any Employee Plan, or under any agreement, instrument, law or order pursuant to or under which Company has agreed to indemnify or is required to indemnify any person against liability incurred under any such agreement, instrument, law or order. With respect to each Employee Plan, (i) all payments due from the Company to date have been made and all amounts properly accrued to date as liabilities of the Company which have not been paid have been properly recorded on the books of the Company and are reflected in the Balance Sheets; (ii) the Company has complied, in all material respects, with, and each such Employee PlansPlan conforms, including in all obligations deriving directly or indirectly from sponsoring or participating material respects, in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms form and the requirements prescribed by any and operation to, all statutes, orders, rules applicable laws and regulations, including but not limited to, to ERISA and the Code, which are applicable and all reports and information relating to such Plan. No assets Employee Plan required to be filed with any governmental entity have been timely filed; (iii) all material reports and information relating to each such Employee Plan required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan which is intended to qualify under Section 401 of the Seller are Code has received a favorable determination or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken opinion letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and, to the Company’s and the Stockholder’s knowledge, nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (v) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan or against the assets of such Employee Plan; and (vi) no Employee Plan is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens. No Employee Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to current or former Company employees beyond their retirement or other termination of service other than (i) coverage mandated by applicable law, (ii) death or retirement benefits under any Employee Plan maintained by that is an employee pension benefit plan, (iii) deferred compensation benefits accrued as liabilities on the Seller. The Seller has no liability in respect books of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability Company (including for such purposes any fund established pursuant to Section 401(hthe Balance Sheets), (iv) of the Code). The Seller has reserved its right to amend or terminate disability benefits under any Employee Plan that is an employee welfare benefit plan and which have been fully provided for by insurance or other benefit arrangement providing health otherwise or medical (v) benefits in respect the nature of any active employee severance pay. Except as set forth in Schedule 3.1(q), the consummation of the Seller under transactions contemplated by this Agreement will not (i) entitle any current or former Employee of Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, (ii) accelerate the terms time of payment or vesting, or increase the amount of compensation due to any such plan and descriptions thereof given to employeesemployee or former employee, except as expressly provided in this Agreement, or (iii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. With respect to any each Employee Plans which are "group health plans" under Section 4980B of Plan, the Code and Section 607(l) of ERISA, there Company has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior made available to the Closing Date.Purchaser:

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 With respect to each "employee benefit plan," as defined in Section 3(3) of ERISA which Employee Benefit Plan: (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan each has been maintained administered in compliance with its terms and the requirements prescribed by any and with all statutesapplicable laws including, orders, rules and regulations, including but not limited towithout limitation, ERISA and the Code; (ii) no actions, suits, claims or disputes are pending or threatened against any such plan, the trustee or fiduciary of any such plan, the Sellers, the Company or any assets of any such plan; (iii) no audits, proceedings, claims or demands are pending with any Governmental Authority including, without limitation, the IRS and the Department of Labor; (iv) all reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any such plan participant have been duly or timely filed or distributed; (v) no "prohibited transaction", within the meaning of ERISA or the Code, or breach of any duty imposed on "fiduciaries" pursuant to ERISA has occurred; (vi) all required or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the Closing shall have been made or properly accrued on the respective Current Balance Sheet of the Operational Sellers or the Company and will be properly accrued on the books and records of the Operational Sellers or the Company as of the Closing; (vii) no such plan has any unfunded liabilities which are applicable to such Plan. No assets not reflected on the respective Current Balance Sheets of the Seller Operational Sellers or the Company; (viii) none of the Sellers, the Company or any ERISA Affiliates of the Sellers or the Company are subject to (or could expected to be subjectsubject to) an excise tax under Code Section 497; (ix) none of the Sellers, directly the Company or indirectly, any ERISA Affiliates of the Sellers or the Company have engaged in any transaction which would give rise to any liability under Section 4069 or lien by reason Section 4212(c) of any action or inaction taken ERISA; (x) with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Welfare Plans which are qualifying as "group health plans" under Section 4980B of the Code and Section or Sections 607(l) or 609 of ERISAERISA and related regulations, there has been timely compliance the Sellers, the Company, all Predecessors and the Shareholders have complied (and at the Closing Date will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunderthereunder as and when applicable to those plans, and under Parts 6 and 7 none of Title I of ERISA generally, so that the Seller and Sellers nor the Company has incurred (or will incur) any affiliate have no direct or indirect liability or is (and or will not incur anybe) subject to any loss, assessment, excise tax penalty penalty, loss of federal income tax deduction or other sanction with sanction, arising on account of or in respect to of any such plan. There has been no amendment to, written interpretation direct or announcement (whether or not written) indirect failure by the Seller Sellers, the Company or any affiliate relating toShareholder, or change in employee participation or coverage under, at any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately time prior to the Closing Date, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the Sellers, the Company, any Shareholder, Buyer or any Affiliate of Buyer with respect to any of those group health plans; (xi) the Sellers, the Company and the Shareholders have complied (and at the Closing Date will have complied) in all material respects with the Health Insurance Portability and Accountability Act of 1996; and (xii) no Welfare Plan is a multi-employer welfare arrangement as defined in Section 3(40) of ERISA.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision All of ERISA Parent's pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and (ii) is or was at any time during the last 5 years maintainedother benefit plans, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldcontracts, individually or collectivelyagreements, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAarrangements, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA "employee benefit plans", as defined under ERISA, incentive and the Codewelfare policies, which are applicable to such Plan. No assets of the Seller are or could be subjectcontracts, directly or indirectly, to any liability or lien by reason of any action or inaction taken with plans and arrangements and all trust agreements related thereto in respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired present directors, officers, or other employees of the Seller Parent or any affiliate, determined using assumptions that are reasonable in of its subsidiaries (hereinafter referred to collectively as the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h"Parent Employee Plans") of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance comply in all material respects with all applicable requirements imposed thereunderof ERISA, the Code and under Parts 6 and 7 other applicable laws; neither Parent nor any of Title I its subsidiaries has engaged in a "prohibited transaction" (as defined in Section 406 of ERISA generally, so that or Section 4975 of the Seller and any affiliate have no (and will not incur anyCode) loss, assessment, tax penalty or other sanction with respect to any such plan. There Parent Employee Plan which could subject Parent or any subsidiary to a material tax or penalty under Section 4975 of the Code or Section 502(i) of ERISA; and all contributions required to be made under the terms of any Parent Employee Plan have been timely made or have been reflected on Parent's balance sheet (ii) no liability to the PBGC has been or is expected by Parent or any of its subsidiaries to be incurred with respect to any Parent Employee Plan which is subject to Title IV of ERISA (a "Parent Pension Plan"), or with respect to any "single employer plan" (as defined in Section 4001(a)(15) of ERISA) currently or formerly maintained by Parent or any entity (an "ERISA Affiliate") which is considered one employer with Parent under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate Plan"); and no amendment to, written interpretation proceedings have been instituted to terminate any Parent Pension Plan or announcement ERISA Affiliate Plan and no condition exists that presents a material risk of the institution of such proceedings; (iii) no Parent Pension Plan or ERISA Affiliate Plan had an "accumulated funding deficiency" (as defined in Section 302 of ERISA (whether or not writtenwaived)) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level as of the expense incurred in respect thereof for last day of the fiscal end of the most recent plan year ended immediately ending prior to the Closing Date.date hereof; the fair market value of the assets of each Parent Pension Plan and ERISA Affiliate Plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such Parent Pension Plan or ERISA Affiliate Plan as of the end of the most recent plan year with respect to the respective Parent Pension Plan or ERISA Affiliate Plan ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Parent Pension Plan or ERISA Affiliate Plan prior to the date hereof, and there has been no material change in the financial condition of any such Parent Pension Plan or ERISA Affiliate Plan since the last day of the most

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," Except as defined set forth in Section 3(33.2(q) of ERISA which the Disclosure Schedule: (i) is subject neither LPT nor any ERISA Affiliate maintains, contributes to, or has any Liability (whether direct or indirect) with respect to any provision of ERISA and past or present Plans; (ii) each Plan and its underlying trust have been maintained and administered is, in terms and operation, in compliance in all material respects with the Plan documents and all applicable Laws; (iii) there are no pending, or to the Knowledge of LPT, threatened or unresolved private or governmental actions, claims or proceedings with respect to any Plan (other than routine, uncontested for benefits) and no facts or circumstances exist which could reasonably be expected to give rise to any such actions or proceedings; (iv) no Plan has any unfunded liabilities; (v) all contributions, premiums and other payments required to be made by LPT or any ERISA Affiliate to or under the Plans have been made timely and all such contributions, premiums and other payments not yet due have been properly accrued on the books of LPT and in accordance with LPT’s usual accounting practice; (vi) there have been no prohibited transactions or breaches of fiduciary duty with respect to any Plan for which any Liability, correction or reporting obligation remains outstanding; (vii) none of the Plans provide or promise welfare benefits to any retirees or other former employees other than to the extent required by COBRA or similar state insurance laws; (viii) all of the Plans which are intended to be tax-qualified have received current favorable determination or opinion letters from the Internal Revenue Service, as applicable, or a timely application for such letter is pending or such Plan is entitled to rely on a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such letter that would prevent such Plan from remaining so qualified; (ix) timely notice was at provided to the Department of Labor of the existence of all Plans which are or were intended to be ERISA-exempt top hat plans in accordance with applicable ERISA Regulations; and (x) none of the Plans are multiple employer plans or multiple employer welfare benefit arrangements. Neither LPT nor any time during the last 5 years ERISA Affiliate currently maintains, sponsors, administers, contributes to or is required to contribute to, or has ever maintained, administered or administered, contributed to by the Seller or been required to contribute to, or with regard to which LPT or any affiliate ERISA Affiliate may otherwise incur any Liability, any: (as defined in Section 407(d)(7i) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "“employee pension benefit plan" ” as defined in Section 3(2) of ERISAERISA that is subject to Title IV of ERISA or Section 412 of the Code, including, without limitation, a "or (ii) “multiemployer plan," ” as defined in Section 3(37) of ERISA. Copies of all current Plan documents have been provided to the Buyer or made reasonably available to the Buyer prior to the Closing, or a "defined benefit plan," as defined in Section 3(35along with current summary plan descriptions and the most recent Form 5500, including all schedules and attachments, for the past three (3) and complete plan years for each of the Plans, where applicable. All Plans subject to Title IV Section 409A of ERISAthe Code are in documentary and operational compliance with the requirements of Section 409A and its underlying regulations and guidance and have been in such compliance since the earlier of December 31, and no Employee Plan is maintained in connection 2010 or the establishment of such Plan. Neither LPT nor any ERISA Affiliate has any benefit obligations (or tax reimbursement obligations with any trust described in respect to Section 501(c)(9) 280G or Section 409A of the Code. It is understood and agreed that Buyer is ) not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating expressed in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of the Plans. This transaction will not trigger any funding, vesting, benefit increase, benefit payment or benefit acceleration rights or obligations (including any such plan and descriptions thereof given to employees. With respect to any Employee Plans rights or obligations which are "group health plans" contingent upon the occurrence of another event (including any excess parachute payments under Code Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date280G)).

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to any provision of ERISA and result in a Material Adverse Effect; or (ii) is there exists any fact or was circumstance that would reasonably be expected to result in the imposition of a Lien or security interest under Section 430(k) of the Code or under ERISA; then, and in every such event (other than an event with respect to the Borrower described in clause (g)), and at any time thereafter during the last 5 years maintainedcontinuance of such event, administered the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or contributed all of the following actions, at the same or different times: (i) terminate forthwith the Commitments and any obligation of the L/C Issuers to make L/C Credit Extensions; Article I declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees, other amounts payable and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Seller Borrower, anything contained herein or in any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of other Loan Document to the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and contrary notwithstanding; Article I require that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating Borrower Cash Collateralize the L/C Obligations (in such Employee Plans. Each Employee Plan has been maintained an amount equal to the then Outstanding Amount thereof); and in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken event with respect to the Borrower described in clause (g), the Commitments and any Employee Plan maintained obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees, other amounts payable and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Seller. The Seller has no liability Borrower, anything contained herein or in respect of post-retirement health any other Loan Document to the contrary notwithstanding and medical benefits for retired employees the obligation of the Seller Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective; and Article I the Administrative Agent and the Collateral Agent shall have the right to take all or any affiliateactions and exercise any remedies available under the Loan Documents or applicable law or in equity. Notwithstanding anything to the contrary, determined using assumptions that if the only Events of Default then having occurred and continuing are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to a failure to observe the Financial Covenant, the Administrative Agent shall only take the actions set forth in this Section 401(h) 7.01 at the request of the CodeRequired Revolving Credit Lenders (as opposed to Required Lenders). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect, (A) each of the Xxxxxx Benefit Plans has been operated and administered in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Xxxxxx Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Xxxxxx Benefit Plan provides benefits, including death or was at medical benefits (whether or not insured), with respect to current or former employees or directors of Xxxxxx or its Subsidiaries beyond their retirement or other termination of service, other than (I) coverage mandated by applicable Law or (II) death benefits or retirement benefits under any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate “employee pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as such term is defined in Section 3(2) of ERISA); (D) no liability under Title IV of ERISA has been incurred by Xxxxxx, includingits Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, without limitationand no condition exists that presents a risk to Xxxxxx, its Subsidiaries or any of their ERISA Affiliates of incurring a "liability thereunder; (E) no Xxxxxx Benefit Plan is a “multiemployer pension plan," ” (as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA, and no Employee ; (F) all contributions or other amounts payable by Xxxxxx or its Subsidiaries as of the Effective Time pursuant to each Xxxxxx Benefit Plan is maintained in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP; (G) neither Xxxxxx nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Xxxxxx or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Employee of the Xxxxxx Benefit Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datetrusts related thereto.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," (a) Except as defined would not, individually or in Section 3(3) of ERISA which the aggregate, reasonably be expected to have a Material Adverse Effect, (i) is subject to any provision each material Company Plan has been established, operated, maintained and administered in accordance with its terms and in compliance with the applicable provisions of ERISA ERISA, the Code and other applicable Laws; (ii) is with respect to each material Company Plan subject to the Laws outside of the United States which covers individual service providers located outside of the United States, all required contributions have been timely made or was at any time during accrued in accordance with applicable legal and accounting requirements; and (iii) to the last 5 years maintainedKnowledge of the Company, administered or contributed to by the Seller or any affiliate each “multiemployer plan” (as defined in Section 407(d)(74001 of ERISA) to which the Company, its Subsidiaries or their respective ERISA Affiliates contributes (a “Multiemployer Plan”) is in compliance with ERISA. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) no “reportable event” (within the meaning of Section 4043(c) of ERISA) and covers any employee or former employee has occurred or, to the Knowledge of the Seller or Company, is reasonably expected to occur with respect to any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "“employee pension benefit plan" ” (as defined in under Section 3(2) of ERISA) established or maintained by the Company, including, without limitation, its Subsidiaries or any of their respective ERISA Affiliates; (ii) no Company Plan is a "multiemployer “single-employer plan," ” (as defined in Section 3(37) 4001 of ERISA) ; (iii) neither the Company, or a "defined benefit plan," as defined in Section 3(35its Subsidiaries nor any of their respective ERISA Affiliates has incurred or, to the Knowledge of the Company, reasonably expects to incur (A) and subject to any liability under Title IV of ERISAERISA with respect to termination of, and no Employee Plan is maintained in connection with or withdrawal from, any trust described in “employee benefit plan” or (B) any liability under Section 501(c)(9) 412 of the Code or tax imposed by Section 4971, 4975 or 4980B of the Code. It is understood ; and agreed that Buyer is not assuming any Employee Plans (iv) each “employee pension benefit plan” established or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Company, its Subsidiaries or any affiliate, determined using assumptions of their respective ERISA Affiliates that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant is intended to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" be qualified under Section 4980B 401 of the Code and Section 607(l) is so qualified and, to the Knowledge of ERISAthe Company, there nothing has been timely compliance in all material respects with all requirements imposed thereunderoccurred, and under Parts 6 and 7 of Title I of ERISA generallywhether by action or failure to act, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase reasonably be expected to cause the expense loss of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datequalification.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "5.23 sets forth a true and complete list of all written and oral pension, profit sharing, retirement, deferred compensation, stock purchase, stock option, incentive compensation, bonus, vacation, severance, sickness or disability, hospitalization, individual and group health and accident insurance, individual and group life insurance and other material employee benefit plan," as defined in Section 3(3) of ERISA plans, programs, commitments or funding arrangements maintained by GAMZ, to which (i) GAMZ is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintaineda party, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate GAMZ has any liability. Such plans are obligations, present or future (other than obligations to pay current wages, salaries or sales commissions terminable on notice of 30 days or less) in respect of, or which otherwise cover or benefit, any of the current or former officers, employees or sales representatives (whether or not employees) of GAMZ, or their beneficiaries (hereinafter individually referred to as "GAMZ Employee Benefit Plan" and collectively herein referred to as "GAMZ Employee Benefit Plans"). GAMZ has delivered or made available to XXXXXX true and complete copies of all documents, as they may have been amended to the "Employee Plans." None date hereof, embodying the terms of the GAMZ Employee Benefit Plans. Except for the GAMZ Employee Benefit Plans wouldidentified in Schedule 5.23, individually or collectively, constitute an there is no "employee pension benefit plan," as defined in Section "employee welfare benefit plan" or "employee benefit plan" within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, . No GAMZ Employee Benefit Plan to which GAMZ or a "defined benefit plan," as defined in Section 3(35) and any ERISA Affiliate has maintained or contributed to is subject to Title IV of ERISAERISA or Section 412 of the Code. GAMZ does not maintain and has not maintained a plan which meets the safe harbor requirements of Section 414(n)(5) of the Code and GAMZ has not made any representations (including oral representations) with respect to the existence of such a plan to any customers, clients, employees or any other person. GAMZ does not maintain and no Employee Plan is has not maintained in connection with any trust described in "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. It Except as set forth in Schedule 5.23, each GAMZ Employee Benefit Plan described in Schedule 5.23 is understood in full force and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating effect in such Employee Plans. Each Employee Plan has been maintained in compliance accordance with its terms and the requirements prescribed by any and all statutesthere are no material actions, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are suits or could be subject, directly or indirectlyclaims pending (other than routine claims for benefits) or, to GAMZ's knowledge, threatened, against any liability or lien by reason of any action or inaction taken with respect to any GAMZ Employee Benefit Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliatefiduciary thereof and GAMZ has performed all material obligations required to be performed by it under, determined using assumptions that are reasonable and is not in the aggregatedefault under or in violation of, over the fair market value of any fundGAMZ Employee Benefit Plan, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes in any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits material respect, and GAMZ is in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with the requirements prescribed by all requirements statutes, laws, ordinances, orders or governmental rules or regulations applicable to the GAMZ Employee Benefit Plans, including, without limitation, ERISA and the Code. Neither GAMZ nor any other "party-in-interest," as defined in Section 3(14) of ERISA, has engaged in any "prohibited transaction," as defined in Section 406 of ERISA, which could subject any GAMZ Employee Benefit Plan, GAMZ or XXXXXX or any officer, director, partner or employee of GAMZ or XXXXXX or any fiduciary of any GAMZ Employee Benefit Plan to a material penalty or excise tax imposed thereunder, and under Parts 6 and 7 of Title I Section 502(i) of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level Section 4975 of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "All material employee benefit plan," as defined in Section 3(3) plans, compensation arrangements and other benefit arrangements covering employees of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate of its Subsidiaries (as defined in Section 407(d)(7) of ERISAthe "Seller Benefit Plans") and covers all employee agreements providing for compensation, severance or other benefits to any employee or former employee of the Seller or any affiliate or under which of its Subsidiaries are listed in Section 3.15 in the Seller or Disclosure Letter. True, correct and complete copies of the following documents with respect to each of the Seller Benefit Plans have been made available by the Seller to the Purchaser: (i) any affiliate has any liabilityplans and related trust documents and amendments thereto, (ii) summary plan descriptions and material modifications thereto, (iii) written communications made since January 1, 2000 to employees relating to the Seller Benefit Plans, (iv) written descriptions of all non-written agreements relating to the Seller Benefit Plans and (v) the form of the option agreements for each of the Company's stock option plans. Such plans are referred to collectively herein as The Seller Benefit Plans comply in all material respects with the "Employee Plans." None requirements of the Employee Plans wouldRetirement Income Security Act of 1974, individually or collectivelyas amended ("ERISA"), constitute an "employee pension benefit plan" as defined in and the Code and other applicable laws, and any Seller Benefit Plan intended to be qualified under Section 3(2401(a) of ERISA, including, without limitation, the Code will be the subject of an application for a "multiemployer plan," as defined in determination letter within the remedial amendment period under Section 3(37401(b) of ERISAthe Code or is a model prototype plan and continues to satisfy in all material respects the requirements for such qualification. Neither the Seller nor any of its Subsidiaries nor any ERISA Affiliate of the Seller maintains, contributes to or a "defined has maintained or contributed in the past six (6) years to any benefit plan," as defined in Section 3(35) and subject to plan which is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It Neither any Seller Benefit Plan, nor the Seller nor any Subsidiary has incurred any material liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or engaged in any material transaction that is understood reasonably likely to result in any such material liability or penalty. Each of the Seller and agreed that Buyer is not assuming its Subsidiaries and any Employee Plans or liabilities associated therewithERISA Affiliate which maintains a "group health plan" within the meaning of Section 5000(b)(1) of the Code has complied in all material respects with the notice and continuation requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder (COBRA), and that the creditable coverage certification requirements and limitations on pre-existing condition exclusion requirements of Section 9801 of the Code, Part 7 of Subtitle B of Title I of ERISA and the regulations thereunder (HIPAA). Except as set forth in Section 3.15 of the Seller shall retain all such Employee PlansDisclosure Letter, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee each Seller Benefit Plan has been maintained and administered in material compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, with ERISA and the CodeCode to the extent applicable thereto and all other applicable laws. There is no pending or, which are applicable to such Plan. No assets the knowledge of the Seller, threatened or anticipated material Litigation against or otherwise involving any of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has Benefit Plans and no liability in respect of post-retirement health and medical material Litigation (excluding claims for benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable incurred in the aggregate, over the fair market value ordinary course of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(hSeller Benefit Plan activities) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty brought against or other sanction with respect to any such planSeller Benefit Plan. There All contributions required to be made as of the date hereof to the Seller Benefit Plans have been made or provided for. Except as set forth in Section 3.15 of the Seller Disclosure Letter, as described in the SEC Reports or as required by Law, neither the Seller nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides or has been any material liability to provide life insurance or medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment, and neither the Seller nor any of its Subsidiaries has ever represented, promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would be provided. Except as set forth in Section 3.15 of the Seller Disclosure Letter, (i) there are no amendment to, written interpretation or announcement outstanding options (whether or not writtenvested) to purchase stock of the Seller, (ii) the form of each option issued under any of the Company's stock option plans is identical in all material respects to the form of the option agreement for such plan made available to the Purchaser, (iii) the execution, delivery and performance of, and consummation of the transactions contemplated by, this Agreement will not entitle any current or former employee, director, officer, consultant, independent contractors, contingent worker or leased employee (or any of their dependents, spouses or beneficiaries) of the Seller to severance pay, accelerate the time of payment or vesting of any stock options or other payments (other than vesting under the Seller's 401(k) plan) or increase the amount of compensation due any such person, and (iv) there are no agreements in effect between the Seller or any Subsidiary and any individual retained by the Seller or any affiliate relating to, Subsidiary to provide services as a consultant or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateindependent contractor.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i"ERISA")) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered maintained or contributed to by the Seller SPC or any affiliate trade or business (as defined in an "ERISA Affiliate") which is under common control with SPC within the meaning of Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as Code (the "SPC Employee Plans." None of "), SPC has made available to Allegro a true and complete copy of, to the extent applicable, (i) such SPC Employee Plans wouldPlan, individually or collectively(ii) the most recent annual report (Form 5500), constitute an "employee pension benefit plan" as defined in Section 3(2(iii) of ERISAeach trust agreement related to such SPC Employee Plan, including(iv) the most recent summary plan description for each SPC Employee Plan for which such a description is required, without limitation, a "multiemployer plan," as defined in Section 3(37(v) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and the most recent actuarial report relating to any SPC Employee Plan subject to Title IV of ERISA, ERISA and no (vi) the most recent United States Internal Revenue Service ("IRS") determination letter issued with respect to any SPC Employee Plan. (b) Each SPC Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such SPC Employee Plan is maintained in connection with any trust described in Section 501(c)(9) so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all qualified status of such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansplan. Each SPC Employee Plan has been maintained operated in compliance all material respects in accordance with its terms and the requirements prescribed by of applicable law. Neither SPC nor any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable Affiliate of SPC has incurred or is reasonably expected to such incur any material liability under Title IV of ERISA in connection with any SPC Employee Plan. No assets (c) Neither SPC nor any ERISA Affiliate thereof has withdrawn in a complete or partial withdrawal from any multi-employer plan within the meaning of Section 4001(a)(3) of ERISA prior to the Seller are Effective Time. Neither SPC nor any ERISA Affiliate thereof has contributed to or could be subject, directly or indirectly, been obligated to contribute to any liability or lien by reason multi-employer plan within the meaning of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l4001(a)(3) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.2.14

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect, (A) each of the Eaton Benefit Plans has been operated and administered in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Eaton Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Eaton Benefit Plan provides benefits, including death or was at medical benefits (whether or not insured), with respect to current or former employees or directors of Eaton or its Subsidiaries beyond their retirement or other termination of service, other than (I) coverage mandated by applicable Law or (II) death benefits or retirement benefits under any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate “employee pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as such term is defined in Section 3(2) of ERISA); (D) no liability under Title IV of ERISA has been incurred by Eaton, includingits Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, without limitationand no condition exists that presents a risk to Eaton, its Subsidiaries or any of their ERISA Affiliates of incurring a "liability thereunder; (E) no Eaton Benefit Plan is a “multiemployer pension plan," ” (as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA, and no Employee ; (F) all contributions or other amounts payable by Eaton or its Subsidiaries as of the Effective Time pursuant to each Eaton Benefit Plan is maintained in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP; (G) neither Eaton nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Eaton or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Employee of the Eaton Benefit Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datetrusts related thereto.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 (a) “Company Employee Plan” means each "“employee benefit plan," ” as defined in Section 3(3) of ERISA ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) (each, an “Employee Plan”) which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller Company or any affiliate (Affiliate of the Company as defined in Section 407(d)(7) of ERISA) the date of this Agreement and covers any employee or former employee of the Seller Company or any affiliate of its Subsidiaries, or under (ii) with respect to which the Seller Company or any affiliate of its Subsidiaries has any liability. Such plans are referred With respect to collectively herein as the "Employee Plans." None of the Employee Plans wouldemployee benefit plans, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAprograms, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming other arrangements providing incentive compensation or other benefits similar to those provided under any Employee Plans to any employee or liabilities associated therewithformer employee or dependent thereof, and that which plan, program or arrangement is subject to the Seller shall retain all such Employee laws of any jurisdiction outside the United States (“Foreign Plans”), including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has (1) to the knowledge of the Company, the Foreign Plans have been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects in accordance with all applicable Laws, (2) if intended to qualify for special tax treatment, the Foreign Plans meet all requirements imposed thereunderfor such treatment, (3) if intended to be funded and/or book-reserved, the Foreign Plans are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and under Parts 6 (4) no liability which could be material to the Company and 7 its Subsidiaries taken as a whole exists or reasonably could be imposed upon the assets of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Company or any affiliate relating toof its Subsidiaries by reason of such Foreign Plans, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior other than to the Closing Dateextent reflected on the Company Balance Sheet.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 Disclosure Letter sets forth a complete and correct list of each "employee benefit plan," as defined in Section (within the meaning of section 3(3) of ERISA the Employment Retirement Income Security Act of 1974, as amended ("ERISA")) and each other bonus, incentive or deferred compensation, severance, retention, change in control, fringe benefit, employment or other employment compensation or benefit agreement, plan or arrangement to which Transcell is a party or is bound or in respect of which Transcell may have any material liability (icollectively, the "Plans"). True and complete copies of each Plan and all documents related thereto or the funding thereof have been made available to Intercardia. Each Plan intended to be qualified under section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the Internal Revenue Service or is an adoption of a prototype or volume submitter plan whose sponsor has received a favorable determination letter as to its qualifications under the Code and to the effect that each such trust is exempt from taxation under section 501(a) of the Code, and, to the knowledge of Transcell, no event has occurred since the date of such determination letter that could reasonably be expected to materially and adversely affect such qualifications or tax-exempt status. No Plan is subject to any provision section 412 of the Code or section 301 or Title IV of ERISA and (ii) and, except as set forth in the Transcell Disclosure Letter, no Plan is or was at any time during a multiemployer plan, within the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7meaning of section 4001(a)(3) of ERISA. No material liability has been incurred by, and no event, transaction or condition has occurred or exists that would result in any material liability of, Transcell (either directly or indirectly, including as a result of an indemnification obligation or any joint and several liability obligations) under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and covers several liability provisions of the Code relating to employee benefit plans. Each of the Plans has been operated and administered in all respects in compliance with all applicable Laws, except for any employee failure so to comply that, individually or together with all other such failures, has not resulted in, and will not have or result in, a Transcell Material Adverse Effect. There are no material pending or, to the knowledge of Transcell, threatened claims by or on behalf of any of the Plans, by any government entity, by any current or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as Transcell (collectively, the "Employee Plans." None of Employees") or otherwise involving any such Plan or the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are any Plan (other than routine claims for benefits). All material contributions, premiums and expenses payable to or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health any Plan or the operation or administration thereof relating to any period on or prior to the date hereof have been paid, adequately accrued in the Financial Statements or incurred and medical benefits for retired employees relate to services rendered after the date of such Financial Statements in the ordinary course of business consistent with prior practice and in accordance with the terms of this Agreement. Except as set forth in the Transcell Disclosure Letter, (i) the execution of, and performance of the Seller transactions contemplated in, this Agreement will not constitute an event under any Plan that has resulted or may result in any material payment (whether of severance pay or otherwise), acceleration other than vesting of certain options, forgiveness of indebtedness, vesting, distribution or increase in any compensation or benefits of any Employees or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value obligation of Transcell to fund any fund, reserve compensation or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee Employee; and (ii) no payment or benefit which has been or may be made by Transcell in respect of any Employee will constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Section 3.3(o) of the Company Disclosure Letter contains a complete list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, employment, termination, severance, medical, health and other benefit plans, contracts, agreements, arrangements, including, but not limited to, "employee benefit plan," plans", as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto in respect to any present or former directors, officers, or other employees of the Company or any of its Subsidiaries (hereinafter referred to collectively as the "Employee Plans"). (i) is subject to All of the Employee Plans comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws; neither the Company nor any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate its Subsidiaries has engaged in a "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) with respect to any Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject the Company to a material tax or penalty imposed by either Section 4975 or 4976 of the Code or Section 502 of ERISA; and all contributions required to be made under the terms of any Employee Plan have been timely made or have been reflected on the balance sheets contained or incorporated by reference in the Reports; (ii) no liability to the Pension Benefit Guaranty Corporation (the "PBGC") (except for payment of premiums) has been incurred, and no condition exists that presents a material risk to the Company or any ERISA Affiliate (as defined below) of incurring such a liability, with respect to any Employee Plan which is subject to Title IV of ERISA ("Pension Plan"), or with respect to any "single-employer plan" (as defined in Section 4001(a)(15) of ERISA) and covers currently or formerly maintained by the Company or any employee entity (an "ERISA Affiliate") which is considered one employer with the Company under Section 4001 of ERISA or former employee Section 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute Code (an "employee pension benefit planERISA Affiliate Plan"); and no proceedings have been instituted to terminate any Pension Plan or ERISA Affiliate Plan; (iii) no Pension Plan or ERISA Affiliate Plan had an "accumulated funding deficiency" (as defined in Section 3(2302 of ERISA (whether or not waived)) as of the last day of the end of the most recent plan year ending prior to the date hereof; the fair market value of the assets of each Pension Plan and ERISA Affiliate Plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such Pension Plan or ERISA Affiliate Plan as of the end of the most recent plan year with respect to the respective Pension Plan or ERISA Affiliate Plan ending prior to the date hereof, includingcalculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Pension Plan or ERISA Affiliate Plan prior to the date hereof, without limitation, and there has been no material change in the financial condition of any such Pension Plan or ERISA Affiliate Plan since the last day of the most recent plan year; and no notice of a "reportable event" (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any Pension Plan or ERISA Affiliate Plan within the 12-month period ending on the date hereof; (iv) neither the Company nor any ERISA Affiliate has provided or is required to provide security to any Pension Plan or to any ERISA Affiliate Plan pursuant to Section 401(a)(29) of the Code; (v) neither the Company nor any ERISA Affiliate has contributed to any "multiemployer plan," ", as defined in Section 3(37) of ERISA, on or a after September 26, 1980; (vi) each Employee Plan which is an "defined employee pension benefit plan," (as defined in Section 3(353(2) and subject to Title IV of ERISA), and no Employee Plan which is maintained in connection with any trust described in intended to be qualified under Section 501(c)(9401(a) of the Code. It , has received a favorable determination letter from the Internal Revenue Service deeming such plan to be so qualified (a "Qualified Plan"); and no condition exists that is understood and agreed that Buyer is not assuming likely to result in revocation of any such favorable determination letter; (vii) all Employee Plans covering current or liabilities associated therewithformer non-U.S. employees comply in all material respects with applicable local law, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which there are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken no material unfunded liabilities with respect to any Employee Plan maintained which covers such employees; (viii) there is no pending or threatened material litigation, administrative action or proceeding relating to any Employee Plan (other than benefit claims made in the ordinary course); (ix) there has been no announcement or commitment by the Seller. The Seller has no liability in respect of post-retirement Company or any Subsidiary to create an additional Employee Plan, or to amend an Employee Plan except for amendments required by applicable law; (x) the Company and its Subsidiaries do not have any obligations for retiree health and medical life benefits for retired employees of the Seller or under any affiliate, determined using assumptions that are reasonable Employee Plan except as set forth in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h3.3(o) of the Code). The Seller has reserved its Company's Disclosure Letter, and there are no such Employee Plans that cannot be amended or terminated without incurring any liability thereunder; (xi) except as set forth in Section 3.3(o) of the Company Disclosure Letter, neither the execution and delivery of this Plan nor the consummation of the transactions contemplated herein will automatically accelerate, or give the Company or any Subsidiary the right to amend accelerate, the time of payment or terminate vesting, or increase the amount, of compensation due to any employee; (xii) except as specificially identified in Section 3.3(o) of the Company Disclosure Letter, and subject to the conditions, limitations and assumptions specified therein, neither the execution and delivery of this Plan nor the consummation of the transactions contemplated hereby will result in any payment or series of payments by the Company or any Subsidiary of the Company to any person which is an "excess parachute payment" (as defined in Section 280G of the Code) under any Employee Plan Plan, increase or secure (by way of a trust or other benefit arrangement providing health vehicle) any benefits or medical benefits in respect compensation payable under any Employee Plan, or accelerate the time of any active employee of the Seller under the terms payment or vesting of any such plan benefit or compensation, and descriptions thereof given to employees. With (xiii) with respect to any each Employee Plans which are "group health plans" under Section 4980B Plan, the Company has supplied to the Acquiror a true and correct copy, if applicable, of (A) the two most recent annual reports on the applicable form of the Code Form 5500 series filed with the Internal Revenue (the "IRS"), (B) such Employee Plan, including all amendments thereto, (C) each trust agreement and Section 607(linsurance contract relating to such Employee Plan, including all amendments thereto and the most recent financial statements thereof, (D) the most recent summary plan description for such Employee Plan, including all amendments thereto, if the Employee Plan is subject to Title I of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that (E) the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty most recent actuarial report or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining valuation if such Employee Plan above is a Pension Plan, (F) the level of most recent determination letter issued by the expense incurred in respect thereof for IRS if such Employee Plan is a Qualified Plan and (G) the fiscal year ended immediately prior most recent financial statements and auditor's report relating to the Closing Dateeach Employee Plan, if applicable.

Employee Benefit Plans. The Seller has provided and/or identified All Centura Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws, the breach or violation of which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Schedule 4.16 Centura. For purposes of this Agreement, the term "Centura Plan" means each "bonus, incentive compensation, severance pay, medical, or other insurance program, retirement plan, or other employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is plan program, agreement, or was at any time during the last 5 years arrangement sponsored, maintained, administered or contributed to by the Seller Centura or any affiliate (as defined in trade or business, whether or not incorporated, that together with Centura or any of its Subsidiaries would be deemed a "single employer" under Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller or any affiliate Internal Revenue Code (a "Centura ERISA Affiliate") or under which the Seller Centura or any affiliate Centura ERISA Affiliate has any liabilityLiability or obligation. Such plans are referred No Liability under Title IV of ERISA has been incurred by Centura or any Centura ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a Material risk to collectively herein as the "Employee Plans." None Centura or any Centura ERISA Affiliate of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and incurring any such Liability. With respect to any Centura Plan that is subject to Title IV of ERISA, and no Employee Plan is maintained full payment has been made, or will be made in connection accordance with any trust described in Section 501(c)(9404(a)(6) of the Internal Revenue Code. It , of all amounts that Centura or any Centura ERISA Affiliate is understood and agreed that Buyer is not assuming any Employee Plans required to pay under Section 412 of the Internal Revenue Code or liabilities associated therewithunder the terms of the Centura Plans, and that no accumulated funding deficiency (within the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets meaning of Section 412 of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Internal Revenue Code) exists with respect to any Employee Plan maintained by Centura Plan. There are no Material actions, suits, or claims pending, or, to the Seller. The Seller has no liability in respect Knowledge of post-retirement health and medical benefits for retired employees of the Seller Centura, threatened or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect anticipated relating to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planCentura Plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or Material adverse change in employee participation the financial position or coverage under, funded status of any Employee Centura Plan which would increase that is subject to Title IV of ERISA since the expense of maintaining such Employee Plan above the level date of the expense incurred information relating to the financial position and funded status of each such plan contained in respect thereof Centura's Form 10-K filed for the fiscal year ended immediately prior to the Closing DateDecember 31, 1998.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3(a) of ERISA which (i) is subject to any provision of ERISA and (ii) is A Reportable Event or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISAReportable Events, or a "defined benefit plan," as defined in failure to make a required installment or other payment (within the meaning of Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9412(n)(1) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith), and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken have occurred with respect to any Employee Plan maintained or Plans that is expected to result in liability of Borrower to the PBGC or to a Plan in an aggregate amount exceeding $50,000,000 and, within 30 days after the reporting of any such Reportable Event to Administrative Agent or after the receipt by Administrative Agent of a statement required pursuant to SECTION 7.3(d) hereof, Administrative Agent shall have notified Borrower in writing that (i) Determining Lenders have made a reasonable determination that, on the basis of such Reportable Event or Reportable Events or the failure to make a required payment, there are grounds under Title IV of ERISA for the termination of such Employee Plan or Plans by the Seller. The Seller has no liability in respect PBGC, or the appointment by the appropriate United States district court of post-retirement health and medical benefits for retired employees a trustee to administer such Employee Plan or Plans or the imposition of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established a lien pursuant to Section 401(hsection 412(n) of the Code). The Seller Code in favor of an Employee Plan and (ii) as a result thereof a Default exists hereunder; or (b) Borrower or any ERISA Affiliate has reserved its right provided to amend any affected party a 60-day notice of intent to terminate an Employee Plan pursuant to a distress termination in accordance with section 4041(c) of ERISA if the liability expected to be incurred as a result of such termination will exceed $50,000,000; or (c) a trustee shall be appointed by a United States district court to administer any such Employee Plan; or (d) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any such Employee Plan; or (e)(i) Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability (within the meaning of section 4201 of ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate does not have reasonable grounds for contesting such withdrawal liability or is not contesting such withdrawal liability in a timely and appropriate manner and (iii) the amount of such withdrawal liability specified in such notice, when aggregated with all other benefit arrangement providing health or medical benefits amounts required to be paid to Multiemployer Plans in respect of any active employee connection with withdrawal liabilities (determined as of the Seller under date or dates of such notification), exceeds $50,000,000; or (f) Borrower or any ERISA Affiliate shall have been notified by the terms sponsor of any a Multiemployer Plan that such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B Multiemployer Plan is in reorganization or is being terminated, within the meaning of the Code and Section 607(l) Title IV of ERISA, there has if solely as a result of such reorganization or termination the aggregate annual contributions of Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or have been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that or are being terminated have been or will be increased over the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect amounts required to any be contributed to such plan. There has been no amendment to, written interpretation or announcement (whether or not written) Multiemployer Plans for their most recently completed plan years by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datean amount exceeding $50,000,000.

Employee Benefit Plans. The Seller Sagebrush has provided and/or identified on Schedule 4.16 disclosed in Section 4.10(d) of the Sagebrush Disclosure Document and has delivered or made available to WSMP prior to the execution of this Agreement correct and complete copies, in each case, of all pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus and other incentive plans, all other written employee programs, arrangements and agreements, all medical, vision, dental and other health plans, all life insurance plans and all other employee benefit plans and fringe benefit plans, including, without limitation, "employee benefit plan,plans" as that term is defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is ERISA, currently adopted, maintained by, sponsored in whole or was at any time during the last 5 years maintained, administered in part by or contributed to by the Seller Sagebrush or any affiliate Subsidiary thereof for the benefit of employees, retirees, dependents, spouses, directors, independent contractors and other beneficiaries and under which employees, retirees, dependents, spouses, directors, independent contractors and other beneficiaries are eligible to participate (collectively, the "Sagebrush Benefit Plans"). Except as defined disclosed in Section 407(d)(74.10(d) of ERISA) the Sagebrush Disclosure Document, neither the execution and covers any employee or former employee delivery of this Agreement nor the consummation of the Seller or transactions contemplated hereby will (i) result in any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, payment (including, without limitation, a "multiemployer plan," as defined in Section 3(37severance, unemployment compensation, golden parachute or otherwise) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, becoming due to any liability director or lien by reason any employee of Sagebrush from Sagebrush under any Sagebrush Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Sagebrush Benefit Plan or (iii) result in any acceleration in the time of payment or vesting of any action such benefit. Sagebrush has made no oral or inaction taken written representation with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value aspect of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes Sagebrush Benefit Plan to any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately Sagebrush prior to the Closing Datedate hereof that is not in accordance with the written or otherwise pre-existing terms and conditions of such plans.

Employee Benefit Plans. The Seller (a) Schedule 4.18(a) sets forth all Employee Benefit Plans in place or effective as of the Effective Date. No Employee Benefit Plan is, and neither the Company nor any of its ERISA Affiliates sponsors, maintains, contributes to, has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which any obligation to contribute to, or has, sponsored, maintained, contributed to or had any obligation to contribute to a (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or “pension plan” under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and ERISA that is subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in (ii) a Multiemployer Plan, (iii) a “multiple employer plan” within the meaning of ERISA or an employee benefit plan subject to Section 501(c)(9413(c) of the CodeCode or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. It is understood (b) With respect to each Employee Benefit Plan, the Company has made available to Trulieve true, correct, and agreed that Buyer is complete copies of (i) each Employee Benefit Plan (or, if not assuming written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (ii) all summaries and summary plan descriptions, including any summary of material modifications, (iii) all material agreements or Contracts with any service provider with respect to any Employee Plans or liabilities associated therewithBenefit Plan, and that (iv) all filings made with any Governmental Authority within the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulationslast three years, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller filings under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there Compliance Resolution System. Each Employee Benefit Plan has been timely established and administered in accordance with its terms and is in compliance (both in form and operation) in all material respects with all requirements imposed thereunderapplicable Laws, including ERISA and the Code. All contributions to, and under Parts 6 premium payments to and 7 other payment from, each Employee Benefit Plan that are required to be made in accordance with the terms and conditions of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Benefit Plan above the level and applicable Laws, as of the expense incurred date of this Agreement, have been timely made or, if required but not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in respect thereof for the fiscal year ended immediately Financial Statements prior to the Closing date of this Agreement. With respect to each Employee Benefit Plan, all tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate governmental entity and all material notices and disclosures have been timely provided to participants. With respect to the Employee Benefit Plans, no event has occurred and there exists no condition or set of circumstances in connection with which the Company could be subject to any material Liability (other than for routine benefit liabilities or except as set forth on Schedule 4.18(b), as reflected in the most recent consolidated balance sheet filed prior to the date of this Agreement) under the terms of, or with respect to, such Employee Benefit Plans, ERISA, the Code or any other applicable Law. There are no pending audits or investigations by any governmental entity involving any Employee Benefit Plan, and no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings involving any Employee Benefit Plan, any fiduciary thereof or service provider thereto. As of the Effective Date, the Company has not and have never established, maintained, contributed to or participated in any employee pension benefit plan as defined in ERISA Section 3(2).

Employee Benefit Plans. The Seller (a) CompCore has provided and/or identified on set forth in the CompCore Disclosure Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject all employee benefit plans, (ii) all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar employee benefit plans, and (iii) all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of CompCore (individually, a "CompCore Employee Plan," and collectively, the "CompCore Employee Plans"). (b) With respect to any provision each CompCore Employee Plan, CompCore has made available to Xxxxx a true and correct copy of ERISA (i) such CompCore Employee Plan and (ii) is or was at any time during each trust agreement and group annuity contract, if any, relating to such CompCore Employee Plan. (c) With respect to the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such CompCore Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms individually and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over no event has occurred, and, to the fair market knowledge of CompCore, there exists no condition or set of circumstances in connection with which CompCore could be subject to any liability that would be reasonably likely to have a Material Adverse Effect on CompCore. (d) With respect to the CompCore Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the financial statements or books of CompCore, which obligations would be reasonably likely to have a Material Adverse Effect on CompCore. (e) Except as described in or contemplated by this Agreement, CompCore is not a party to any oral or written (i) union or collective bargaining agreement, (ii) agreement with any officer or other key employee of CompCore, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving CompCore of the nature contemplated by this Agreement, (iii) agreement with any officer of CompCore providing any term of employment or compensation guarantee or for the payment of compensation in excess of $100,000 per annum, or (iv) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of which will be calculated on the basis of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employeestransactions contemplated by this Agreement. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.3.18

Employee Benefit Plans. The Seller has provided and/or identified on (a) Set forth in Schedule 4.16 of the Parent Disclosure Letter is a list of each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) the following that is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years currently sponsored, maintained, administered or contributed to by the Seller Parent or any affiliate of its subsidiaries for the benefit of its or their employees: (as defined in Section 407(d)(7i) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an each "employee pension benefit plan" (as defined in Section 3(2) of ERISA, including, without limitation, a ) regardless of whether such plan is maintained outside of the U.S. or primarily for the benefit of persons substantially all of whom are non-resident aliens (sometimes collectively referred to herein as "multiemployer Parent Pension Plans"); (ii) each "employee welfare benefit plan," (as defined in Section 3(373(l) of ERISA) regardless of whether such plan is maintained outside of the U.S. or primarily for the benefit of persons substantially all of whom are non-resident aliens (hereinafter a "Parent Welfare Plan"); and (iii) each stock option, stock purchase, incentive, deferred compensation plans or arrangements, vacation, change in control, stay-on bonus plans or arrangements, and other material employee compensation and fringe benefit plans or agreements, maintained, contributed to, or a "defined benefit plan," as defined pursuant to which Parent or any of its subsidiaries have any current liability (all the foregoing in Section 3(35) and subject to Title IV of ERISAsubparagraphs (i), (ii), and no (iii) being herein called "Parent Employee Plans"), and each Parent Employee Plan currently enjoying any special tax status is maintained noted as such. Parent has made available to WEUS true, complete, and correct copies of (i) each Parent Employee Plan and any subsequently adopted amendments thereto (or, in connection the case of unwritten Parent Employee Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with respect to each Parent Employee Plan (if any such report was required), (iii) the most recent summary plan description for each Parent Employee Plan for which such a summary plan description is required (with all summaries of material modifications provided after the most recent summary plan description was distributed), (iv) each trust described in agreement and group annuity contract relating to any Parent Employee Plan and (v) each favorable determination letter from the Internal Revenue Service with respect to each Parent Employee Plan that is intended to be qualified under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller (a) SJNB has provided and/or identified on Schedule 4.16 previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which SJNB or any member of the same controlled group of corporations, trades or businesses as SJNB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) SJNB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of SJNB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions, the determination letter from the IRS, the annual reports for the most recent three years (as defined in Section 407(d)(7) of ERISAForm 5500 including, if applicable, Schedule B thereto) and covers a summary of material modifications and all material employee communications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute SJNB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined . Each Employee Plan which is intended to be qualified in form and operation under Section 3(35401(a) of the Code is so qualified and subject to Title IV of ERISA, and no the associated trust for each such Employee Plan is maintained in connection with any trust described in exempt from tax under Section 501(c)(9501(a) of the Code. It is understood and agreed No event has occurred that Buyer is not assuming any will subject such Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets a material amount of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to tax under Section 401(h) 511 of the Code). The Seller has reserved its right All amendments required to amend or terminate any bring each Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee into conformity with all of the Seller under applicable provisions of ERISA, the terms of any Code and all other applicable laws have been made, except to the extent that such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" amendments may be retroactively adopted under Section 4980B 401(b) of the Code and Section 607(l) of ERISAthe regulations issued thereunder. Except as disclosed in the SJNB Disclosure Letter, all Employee Plans were in effect prior to January 1, 2001, and there has been timely compliance no material amendment thereof (other than amendments required to comply with applicable law) or increase in all material respects with all requirements imposed thereunderthe cost thereof or benefits thereunder on or after January 1, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date2001.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "With respect to all the employee benefit plan," as defined in Section 3(3) plans, programs and arrangements maintained for the benefit of ERISA which (i) is subject to any provision current or former employee, officer or director of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller RECO Companies or any affiliate of their respective Subsidiaries (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee RECO Benefit Plans." None of the Employee Plans would"), except for such matters as, individually or collectivelyin the aggregate, constitute an "employee pension benefit plan" as defined in Section 3(2could not reasonably be expected to have a RECO MAE, (a) each RECO Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of ERISAthe Code has received or has applied for a favorable determination letter from the IRS that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such RECO Benefit Plan or related trust, including(b) each RECO Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law and all required returns and filings for each RECO Benefit Plan have been timely made, without limitation(c) neither the RECO Companies nor any of their respective Subsidiaries has incurred any direct or indirect material liability under, a arising out of or by operation of Title I or Title IV of ERISA in connection with any RECO Benefit Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) except as set forth on Section 3.02(u) of the RECO Disclosure Schedule, all material contributions due and payable on or before the date hereof in respect of each RECO Benefit Plan have been made in full and in proper form, (e) except as set forth on Section 3.02(u) of the RECO Disclosure Schedule, neither the RECO Companies nor any of its Subsidiaries have ever sponsored or been obligated to contribute to any "multiemployer plan," (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or a "defined benefit plan," (as defined in Section 3(35) and subject to Title IV of ERISA), and no Employee Plan is maintained in connection with any trust described in (f) except as set forth on Section 501(c)(93.02(u) of the Code. It is understood RECO Disclosure Schedule and agreed that Buyer is not assuming except as otherwise required under ERISA, the Code or applicable state Laws, no RECO Benefit Plan currently or previously maintained by the RECO Companies or any Employee Plans of their respective Subsidiaries provides any post-retirement health or liabilities associated therewithlife insurance benefits, and that neither the Seller shall retain RECO Companies nor any of their respective Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, (g) all such Employee Plans, including all material reporting and disclosure obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms imposed under ERISA and the requirements prescribed Code have been satisfied with respect to each RECO Benefit Plan, and (h) except as set forth on Section 3.02(u) of the RECO Disclosure Schedule, no benefit or amount payable or which may become payable by RECO or any and all statutesof its Subsidiaries pursuant to any RECO Benefit Plan, ordersagreement or contract with any employee, rules and regulations, including but not limited to, ERISA and shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which are applicable is or may be subject to such Plan. No assets the imposition of any excise tax under Section 4999 of the Seller are Code or which could not reasonably be subject, directly or indirectly, expected to any liability or lien be deductible by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 280G of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each CBES's Disclosure Letter contains a complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, funds, contracts, agreements and arrangements, including, but not limited to, "employee benefit planplans," as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject "ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any provision present or former directors, officers or other employees of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller CBES or any affiliate of its Subsidiaries (hereinafter collectively referred to as the "CBES Employee Plans"). All of the CBES Employee Plans comply in all material respects with all applicable requirements of ERISA, the IRC and other applicable laws; with respect to the CBES Employee Plans, no event has occurred that would subject CBES or any of its Subsidiaries to a material liability under ERISA, the IRC or any other applicable law; there has occurred no "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the IRC) which is likely to result in the imposition of any material penalties or taxes under Section 502(i) of ERISA) and covers any employee ERISA or former employee Section 4975 of the Seller IRC upon CBES or any affiliate of its Subsidiaries; and all required contributions to the CBES Employee Plans through the date hereof have been made. Neither CBES nor any of its Subsidiaries has provided, or is required to provide, security to any CBES pension plan or to any single-employer plan of an ERISA Affiliate (as defined under which the Seller Section 4001(b)(1) of ERISA or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None Section 414 of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in IRC) pursuant to Section 3(2401(a)(29) of ERISAthe IRC. Neither CBES, includingits Subsidiaries, without limitation, a nor any ERISA Affiliate has contributed to any "multiemployer plan," as defined in Section 3(37) of ERISA, on or a after September 26, 1980. Each CBES Employee Plan that is an "defined employee pension benefit plan," (as defined in Section 3(353(2) of ERISA) and subject which is intended to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in be qualified under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithIRC (a "CBES Qualified Plan") has received a favorable determination letter from the Internal Revenue Service ("IRS"), and that the Seller shall retain all CBES and its Subsidiaries are not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no pending or threatened litigation, administrative action or proceeding relating to any CBES Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPlan. Each Employee Plan There has been maintained no announcement or commitment by CBES or any of its Subsidiaries to amend any CBES Employee Plan, except for amendments required by applicable law which do not materially increase the cost of such CBES Employee Plan; and, except as specifically identified in compliance with CBES's Disclosure Letter, CBES and its terms and the requirements prescribed by Subsidiaries do not have any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of obligations for post-retirement health and medical or post-employment benefits for retired employees of the Seller or under any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any CBES Employee Plan that cannot be amended or other benefit arrangement providing health terminated upon 60 days' notice or medical benefits in respect of less without incurring any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed liability thereunder, and under Parts except for coverage required by Part 6 and 7 of Title I of ERISA generallyor Section 4980B of the IRC, so that or similar state laws, the Seller cost of which is borne by the insured individuals. The execution and any affiliate have no (delivery of this Agreement and the consummation of the transactions contemplated hereby will not incur any) lossresult in any payment or series of payments by CBES or any of its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the IRC). To the best knowledge of CBES, assessment, no breach of a fiduciary duty under ERISA Section 404 or Section 405 has occurred and with respect to which any outstanding liability to any participant or any material excise tax penalty or other sanction liability exists or will exist as of the Effective Date with respect to any of the CBES Employee Plans. Each of the CBES Employee Plans which is a group health plan within the meaning of IRC Section 5000(b)(1) is in compliance with the continuation of health care coverage requirements contained in IRC Section 4980B and ERISA Section 601 et seq. A list of participants or beneficiaries who have elected continuation coverage in accordance with such planlaws is provided in CBES's Disclosure Letter. There has been no amendment toWith respect to each CBES Employee Plan, written interpretation CBES will supply to NASB Bank a true and correct copy of (A) the annual report on the applicable form of the Form 5500 series filed with the IRS for the three most recent plan years, if required to be filed, (B) such CBES Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or announcement other funding arrangement relating to such CBES Employee Plan, including amendments thereto, (whether D) the most recent summary plan description and summary of material modifications thereto for such CBES Employee Plan, if the CBES Employee Plan is subject to Title I of ERISA, (E) the most recent actuarial report or not writtenvaluation if such CBES Employee Plan is a CBES pension plan and any subsequent changes to the actuarial assumptions contained therein, and (F) the most recent determination letter issued by the Seller or any affiliate relating to, or change in employee participation or coverage under, any IRS if such CBES Employee Plan which would increase is a CBES Qualified Plan. With respect to Community Bank's ESOP, CBES will supply NASB Bank a true and correct copy of (A) the expense of maintaining such Employee Plan above the level latest financial statement of the expense incurred in respect thereof for ESOP including a list of assets, (B) a schedule of stock purchases by the fiscal year ended immediately prior to ESOP, including seller, valuation and number of shares, (C) a schedule of participant name and amount, and (E) a schedule of the Closing Datemost recent contribution allocation including participant name, compensation and share of contribution.

Employee Benefit Plans. (a) The Seller has provided and/or identified on Schedule 4.16 Borrower and each "employee benefit plan," as defined of its ERISA Affiliates is in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I the applicable provisions of ERISA generally, so that and the Seller Code and any affiliate have no (the regulations and will not incur any) loss, assessment, tax penalty or other sanction published governmental interpretations thereunder. No Reportable Event has occurred with respect to any Plan (other than Plans which have been terminated and as to which the Borrower and its ERISA Affiliates do not have any significant remaining obligations or liabilities in connection therewith) as to which the Borrower or any of its ERISA Affiliates was required to file a report with the PBGC, and the present value of all benefit liabilities under each Plan maintained by the Borrower or any of its ERISA Affiliates (based on those assumptions used to fund such planPlan) did not, as of the last annual valuation date applicable thereto, exceed by a material amount the value of the assets of such Plan. There has been no amendment toProhibited Transaction with respect to any employee benefit plan subject to ERISA, written interpretation including any Plan or announcement (whether to Borrower's knowledge any Multiemployer Plan or not writtenMultiple Employer Plan, which could result in any material liability to the Borrower or an ERISA Affiliate. No Plan has incurred an "accumulated funding deficiency" within the meaning of Section 412(a) by the Seller or any affiliate relating to, sought or change in employee participation obtained a waiver under Section 412(d)(1) or coverage under, any Employee Plan which would increase the expense an extension of maintaining such Employee Plan above the level time under Section 412(e) of the expense Code. No suit, action or other litigation or investigation or a claim (excluding claims for benefits incurred in the ordinary course of Plan activities) has been threatened or brought against or with respect thereof to any Plan. To the best of the knowledge of the Borrower and each of its ERISA Affiliates (i) no payment required to be made under any Plan would be nondeductible under Section 280G of the Code, and (ii) in the case of each Plan intended to qualify under Section 401(a) of the Code, all amendments to such Plan required for the fiscal year ended immediately prior to the Closing Datecontinuing qualification of such Plan have been approved and adopted.

Employee Benefit Plans. The Seller has From and after the Effective Time, Parent shall cause the Surviving Corporation to (a) honor and satisfy all obligations and liabilities that are accrued and vested as of the Effective Time under any Company Employee Plan and (b) continue all Company Employee Plans, except for the Company Stock Option Plans. Notwithstanding the foregoing, the Surviving Corporation hereby reserves the right to amend or terminate any Company Employee Plan at any time after the Effective Time, in accordance with its terms and applicable law. To the extent that any Company Employee Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided and/or identified on Schedule 4.16 with respect to participants thereunder (provided applicable law does not prohibit such reduction), Parent shall arrange for each "employee individual who is then a participant in such terminated or amended plan to participate in a comparable type of benefit plan," as defined plan maintained by Parent in Section 3(3) of ERISA which accordance with the eligibility criteria thereof, provided that (i) is subject such participants shall receive full credit for years of service with the Company prior to any provision the Merger for all purposes for which such service was recognized under the applicable Company Employee Plan, including, but not limited to, recognition of ERISA service for eligibility and vesting (including acceleration thereof pursuant to the terms of the applicable Company Employee Plan) and (ii) is such participants shall participate in the Parent benefit plans on terms no less favorable than those offered by Parent to similarly situated employees of Parent. Notwithstanding the foregoing, to the extent any of Employee Plans of the Parent are superior (as to the type and breadth of coverage) to the Company Employee Plans, Parent shall, or was at any time during shall cause the last 5 years maintainedSurviving Corporation to, administered arrange for all current employees of the Company that continue as employees of the Surviving Corporation or contributed Parent to by be transitioned into such Employee Plans of the Seller or any affiliate Parent (giving effect to the provisos contained in clauses (i) and (ii) above) prior to consummation of the applicable "transition period" (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9410(b)(6)(C) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken ) with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to qualified under Section 401(h401(a) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no within one (and will not incur any1) loss, assessment, tax penalty or other sanction year with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any all other Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DatePlans.

Employee Benefit Plans. The Seller 4.20.1. BCS has provided and/or identified on Schedule 4.16 previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which BCS or any member of the same controlled group of corporations, trades or businesses as BCS within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) BCS or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of BCS or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications and all material employee communications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute BCS does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and ERISA that would subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller BCS or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose its ERISA Affiliates to a material amount of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. To the best of BCS's knowledge, no event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. To the best of BCS's knowledge, all amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws which are required to have been made as of the date hereof have been made. Except as disclosed in a list furnished by BCS to GBB (the "BCS Employee Plan List"), all Employee Plans were in effect for substantially all of 1998, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "(A) Section 5.28(A) of the Schedules lists all employee benefit plan," as defined in plans, arrangements or agreements providing benefits or compensation to any current or former employees, directors or consultants of TCBI that are sponsored or maintained by TCBI or to which TCBI contributes or is obligated to contribute on behalf of current or former employees, directors or consultants of TCBI or with respect to which TCBI or any of its ERISA Affiliates has any liability, including any employee benefit plan within the meaning of Section 3(3) of ERISA which (i) is whether or not subject to ERISA) and any provision employment agreement or collective bargaining agreement, employee stock ownership, bonus, incentive, deferred compensation, stock purchase, stock option, severance, change of ERISA control or fringe benefit plan, whether or not in writing, (each of the foregoing, including the TCBI Incentive Plan and each TCBI SERP, a “TCBI Employee Plan”). There is no pending or, to the Knowledge of TCBI, threatened Proceeding relating to any TCBI Employee Plan and no threatened or pending claims against any TCBI Employee Plan (ii) is or was at any time during except for claims for benefits payable in the last 5 years maintained, normal operation of the TCBI Employee Plan). All of the TCBI Employee Plans comply and have been administered or contributed to by the Seller or any affiliate in all material respects with their terms and with all Legal Requirements. There has occurred no non‑exempt “prohibited transaction” (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility (as defined in Sections 404 and 405 of ERISA) and covers with respect to the TCBI Employee Plans that are reasonably expected to result in a Material Adverse Change. All contributions, premiums or other payments required by law or by any employee or former employee TCBI Employee Plan that are due as of the Seller date of this Agreement have been made by the due date thereof. There exists no basis upon which TCBI would be expected to be subject to any penalties or any affiliate assessable payments under Section 4980D or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None 4980H of the Employee Plans would, individually Code or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) 502 of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, nor has TCBI or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with its Subsidiaries received any trust described in Section 501(c)(9) of correspondence from the Code. It is understood and agreed IRS or other Governmental Authority indicating that Buyer is not assuming any Employee Plans such penalties or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller assessable payments are or could may be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datedue.

Employee Benefit Plans. The Seller (a) Except as has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined not had and would not reasonably be expected to have, individually or in Section 3(3) of ERISA which the aggregate, a Company Material Adverse Effect, (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee each of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Company Benefit Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained operated and administered in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulationsin accordance with applicable Laws, including but not limited toERISA, ERISA the Code and in each case the Coderegulations thereunder; (ii) no Company Benefit Plan provides welfare benefits, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health death or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not writteninsured), with respect to current or former employees or directors of the Company or its Subsidiaries beyond their retirement or other termination of service, other than (A) under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or comparable U.S. state or foreign law or (B) severance arrangements providing such benefits for a period not in excess of three (3) years following termination of employment; (iii) no liability under Title IV of ERISA has been incurred by the Seller Company, any of its Subsidiaries or any affiliate relating toof their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause the Company, any of its Subsidiaries or any of their respective ERISA Affiliates to incur a liability thereunder; (iv) no Withdrawal Liability imposed on the Company or any of its ERISA Affiliates is unsatisfied, and, to the knowledge of the Company, no Multiemployer Plan to which the Company, any of its Subsidiaries or any of their respective ERISA Affiliates contributes or is required to contribute has been terminated or is “insolvent” (within the meaning of Section 4245 of ERISA); (v) all contributions or other amounts payable by the Company or its Subsidiaries pursuant to each Company Benefit Plan in respect of current or prior plan years have been timely paid or, to the extent not yet due, have been accrued in accordance with GAAP or applicable international accounting standards; (vi) neither the Company nor any Company Subsidiary has engaged in a transaction in connection with which the Company or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code; and (vii) there are no pending, or change in employee participation or coverage under, any Employee Plan which would increase to the expense of maintaining such Employee Plan above the level knowledge of the expense incurred in respect thereof Company, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the fiscal year ended immediately prior to the Closing DateCompany Benefit Plans or any trusts related thereto.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Haven's Disclosure Letter contains a complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements and arrangements, including, but not limited to, "employee benefit planplans," as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject "ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any provision present or former directors, officers or other employees of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller Haven or any affiliate of its Subsidiaries (hereinafter referred to collectively as the "Haven Employee Plans"). All Haven Employee Plans comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws; there has occurred no "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) which is likely to result in the imposition of any material penalties or taxes under Section 502(i) of ERISA or Section 4975 of the Code upon Haven or any of its Subsidiaries. No liability to the Pension Benefit Guaranty Corporation ("PBGC") has been or is expected by Haven or any of its Subsidiaries to be incurred with respect to any Haven Employee Plan which is subject to Title IV of ERISA ("Haven Pension Plan"), or with respect to any "single-employer plan" (as defined in Section 4001(a) of ERISA) and covers currently or formerly maintained by Haven or any employee entity which is considered one employer with Haven under Section 4001(b)(1) of ERISA or former employee Section 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute Code (an "employee pension benefit planERISA Affiliate"). No Haven Pension Plan had an "accumulated funding deficiency" (as defined in Section 3(2302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof; the fair market value of the assets of each Haven Pension Plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such Haven Pension Plan as of the end of the most recent plan year with respect to the respective Haven Pension Plan ending prior to the date hereof, includingcalculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Haven Pension Plan as of the date hereof; and no notice of a "reportable event" (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any Haven Pension Plan within the 12-month period ending on the date hereof. Neither Haven nor any of its Subsidiaries has provided, without limitationor is required to provide, a security to any Haven Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. Neither Haven, its Subsidiaries, nor any ERISA Affiliate has contributed to any "multiemployer plan," as defined in Section 3(37) of ERISA, on or a after September 26, 1980. Each Haven Employee Plan that is an "defined employee pension benefit plan," (as defined in Section 3(353(2) of ERISA) and subject which is intended to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in be qualified under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithCode (a "Haven Qualified Plan") has received a favorable determination letter from the Internal Revenue Service ("IRS"), and that Haven and its Subsidiaries are not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no pending or, to Haven's knowledge, threatened litigation, administrative action or proceeding relating to any Haven Employee Plan. Except as provided elsewhere in this Agreement, there has been no announcement or commitment by Haven or any of its Subsidiaries to create an additional Haven Employee Plan, or to amend any Haven Employee Plan, except for amendments required by applicable law which do not materially increase the Seller shall retain all cost of such Haven Employee PlansPlan; and, including all Haven and its Subsidiaries do not have any obligations deriving directly for post-retirement or indirectly from sponsoring or participating in such Employee Plans. Each post-employment benefits under any Haven Employee Plan has been maintained in compliance with its terms and the requirements prescribed that cannot be amended or terminated upon 60 days' notice or less without incurring any liability thereunder, except for coverage required by any and all statutes, orders, rules and regulations, including but not limited to, Part 6 of Title I of ERISA and or Section 4980B of the Code, or similar state laws, the cost of which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained is borne by the Sellerinsured individuals. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant All contributions required to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller be made under the terms of any such plan and descriptions thereof given to employeesHaven Employee Plan have been timely made or have been reflected on Haven's Reports. With respect to Haven or any of its Subsidiaries, for Haven Employee Plans which are "group health plans" under Section 4980B listed in Haven's Disclosure Letter, the execution and delivery of this Agreement and the consummation of the Code transactions contemplated hereby will not result in any payment or series of payments by Haven or any of its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the Code), increase or secure (by way of a trust or other vehicle) any benefits payable under any Haven Employee Plan or accelerate the time of payment or vesting of any such benefit. With respect to each Haven Employee Plan, Haven has supplied to Queens a true and Section 607(lcorrect copy of (A) the annual report on the applicable form of the Form 5500 series filed with the IRS for the most recent three plan years, if required to be filed, (B) such Haven Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or other funding arrangement relating to such Haven Employee Plan, including amendments thereto, (D) the most recent summary plan description and summary of material modifications thereto for such Haven Employee Plan, if Haven Employee Plan is subject to Title I of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that (E) the Seller most recent actuarial report or valuation if such Haven Employee Plan is a Haven Pension Plan and any affiliate have no subsequent changes to the actuarial assumptions contained therein and (and will not incur anyF) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) the most recent determination letter issued by the Seller or any affiliate relating to, or change in employee participation or coverage under, any IRS if such Haven Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateis a Haven Qualified Plan.

Employee Benefit Plans. The Seller 4.20.1. BAB has provided and/or identified on Schedule 4.16 previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which BAB or any member of the same controlled group of corporations, trades or businesses as BAB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) BAB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of BAB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications and all material employee communications prepared in connection with or pertaining to any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute BAB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and ERISA that would subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller BAB or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose its ERISA Affiliates to a material amount of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made. Except as disclosed in a list furnished by BAB to GBB (the "BAB Employee Plan List"), all Employee Plans were in effect for substantially all of 1998, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. The Effective as of the Closing, Seller has shall cause the Acquired Companies to cease to sponsor or constitute a participating employer in all Seller Employee Benefit Plans and, except as otherwise provided and/or identified on Schedule 4.16 each "employee benefit plan," in this Section 10.1, as defined of the Closing Date all Transferred Employees will cease to accrue benefits under and participate as active participants in all Seller Employee Benefit Plans. Except as specifically provided in this Section 10.1 or in Section 3(3) of ERISA which (i) is subject to 1.4(c)(ii), Seller shall remain solely responsible for any provision of ERISA and (ii) is all Liabilities and obligations arising under, in connection with or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee respect of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Benefit Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained all rights and entitlements under such plans of all current and former employees employed in connection with any trust described in Section 501(c)(9) the Business (including the rights and entitlements of the Code. It is understood Business Employees and agreed that Buyer is not assuming Acquired Company Employees thereunder) and neither Purchaser nor any Employee Plans of its Subsidiaries (including, after the Closing Date, the Acquired Companies) shall have any responsibility or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits obligation in respect of any active employee such plan. Effective as of the Seller under the terms of any such plan Closing Date, and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under except as otherwise provided in this Section 4980B 10.1, Purchaser and its Subsidiaries (including, as of the Code Closing Date, the Acquired Companies) shall be solely responsible for any and Section 607(lall Liabilities and obligations arising under, in connection with or in respect of the Acquired Company Plans and neither Seller nor any of its Subsidiaries (other than the Acquired Companies) shall have any responsibility or obligation in respect of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been Except as set forth in Section 1.2, no amendment to, written interpretation assets held in trust for any Seller Employee Benefit Plan will be transferred to Purchaser or announcement (whether to any employee benefit plan adopted or not written) maintained by the Seller Purchaser or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateits Subsidiaries.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Except as disclosed in the MBI SEC Reports or as disclosed in Section 4.9 of the MBI Disclosure Schedule, there are no material employee benefit or compensation plans, agreements or arrangements, including "employee benefit planplans," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldRetirement Income Security Act of 1974, individually or collectivelyas amended ("ERISA"), constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, and including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, plans, agreements or arrangements relating to former employees, including retiree medical plans, maintained by MBI or any of its subsidiaries or any entity which is under "common control" with MBI within the meaning of Section 4001 of ERISA and ("Controlled Entity") or material collective bargaining agreements to which MBI or any of its subsidiaries is a party (together, the Code"Benefit Plans"). To MBI's best knowledge, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken no default exists with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect obligations of post-retirement health and medical benefits for retired employees of the Seller MBI or any affiliateof its subsidiaries under any such Benefit Plan, determined using assumptions that are reasonable which default, either alone or in the aggregate, over the fair market value would have an MBI Material Adverse Effect. Since January 1, 1999, there have been no disputes or grievances subject to any grievance procedure, unfair labor practice proceedings, arbitration or litigation under such MBI Benefit Plans, which have not been finally resolved, settled or otherwise disposed of, nor is there any default, or any condition which, with notice or lapse of any fundtime or both, reserve or other assets segregated for the purpose of satisfying would constitute such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller a default, under the terms of any such plan and descriptions thereof given MBI Benefit Plans, by MBI or its subsidiaries or, to employeesMBI's best knowledge, any other party thereto, which failure to resolve, settle or otherwise dispose of or default, either alone or in the aggregate, would have an MBI Material Adverse Effect. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISASince January 1, 1999, there has have been timely compliance in all material respects with all requirements imposed thereunderno strikes, and under Parts 6 and 7 lockouts or work stoppages or slowdowns, or to the best knowledge of Title I of ERISA generallyMBI, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty jurisdictional disputes or other sanction organizing activity occurring or threatened with respect to the business or operations of MBI or its subsidiaries which have had or would have an MBI Material Adverse Effect. MBI has made available to Palatin true, complete and correct copies of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan, (ii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required and (iii) each plan document, trust agreement and group annuity or insurance contract related to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateBenefit Plan.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "(a) With respect to the employee benefit plan," plans, as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), sponsored or otherwise maintained by UBC, whether written or oral, in which UBC participates as a participating employer; to which UBC contributes and including any such plans which within the preceding six (6) years have been terminated, merged into another plan of UBC, frozen or discontinued (collectively, the "UBC Plans") except as set forth on Schedule 2.13 of the Disclosure Schedules: (i) is subject to any provision of ERISA all such UBC Plans have been, in all respects, maintained in compliance with the requirements prescribed by all applicable statutes, orders and (ii) is governmental rules or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAregulations, including, without limitation, a ERISA, the Code, and Treasury and Labor Regulations promulgated thereunder; (ii) all UBC Plans intended to constitute tax-qualified plans under Section 401(a) of the Code have received favorable determination letters from the Internal Revenue Service ("multiemployer plan,Service") with respect to "GUST" (as defined in Section 3(372 of Rev. Proc.2002-6), and have been amended by the adoption of a "good faith EGTRRA amendment" as that phrase is defined in IRS Notice 2001-42, and Unified is not aware of any circumstances likely to result in revocation of any such favorable determination letter; (iii) no UBC Plan (or its related trust) holds any stock or other securities of UBC or any related or affiliated person or entity; (iv) neither Unified nor UBC has engaged in any transaction that may subject UBC, or any UBC Plan, to a civil penalty imposed by Section 502 of ERISA, or a "defined benefit plan," ; (v) no non-exempt prohibited transaction (as defined in Section 3(35) 406 of ERISA and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described as defined in Section 501(c)(94975(c) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan ) has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken occurred with respect to any Employee Plan maintained by UBC Plan; (vi) there are no actions, suits, proceedings or claims pending (other than routine claims for benefits) or, to the Seller. The Seller has no liability in respect knowledge of post-retirement health and medical benefits for retired employees of the Seller or Unified, threatened, against UBC, any affiliateUBC Plan, determined using assumptions that are reasonable in the aggregate, over the fair market value any fiduciary of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee UBC Plan or other benefit arrangement providing health or medical benefits in respect the assets of any active employee of the Seller under the terms of any such plan and descriptions thereof given UBC Plan as to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate UBC would have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. The Seller has provided and/or identified on (a) Schedule 4.16 each "5.17 lists all employee benefit plan," plans (as defined in Section 3(3) of ERISA which (iERISA) is subject to and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any provision of ERISA and (ii) is current employment or was at any time during the last 5 years maintained, administered executive compensation or severance agreements written or otherwise maintained or contributed to by or for the Seller benefit of or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers relating to any employee or former employee of the Seller Operating Company or Stellar Propane or any affiliate trade or business (whether or not incorporated) that is a member of a controlled group including the Operating Company or Stellar Propane or that is under common control with the Operating Company or Stellar Propane within the meaning of Section 414 of the Code (an “ERISA Affiliate”), to the extent that the Operating Company, Stellar Propane or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, as well as each plan with respect to which the Seller Operating Company, Stellar Propane or any affiliate an ERISA Affiliate could incur liability under Section 4069 of ERISA (if such plan has any liability. Such plans are referred to collectively herein as the "Employee Plans." None been or was terminated) or Section 4212(c) of the Employee Plans would, individually or ERISA (collectively, constitute an "employee pension benefit plan" the “Benefit Plans”). Except as defined in Section 3(2) of ERISAset forth on Schedule 5.17, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and no Benefit Plan is subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It None of the Operating Company, Stellar Propane or any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to any Benefit Plan (other than with respect to contributions required thereunder) that, individually or in the aggregate, is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee has a Material Adverse Effect; each Benefit Plan has been maintained in compliance all material respects in accordance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, with ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason ; and there has been no violation of any action reporting or inaction taken with respect to any Employee Plan maintained disclosure requirement imposed by ERISA or the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Code that, individually or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve is or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant has a Material Adverse Effect. Each Benefit Plan intended to be qualified under Section 401(h401(a) of the Code), and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. The Seller For each Benefit Plan that has reserved its right received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits adversely affect such qualified status. No “party in respect interest” (as defined in Section 3(14) of ERISA) of any active employee Benefit Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Seller Code or Section 406 of ERISA and not exempt under Section 4975 of the terms Code or Section 408 of ERISA (or any such plan and descriptions thereof given to employeesadministrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plans which are "group health plans" Benefit Plan, (i) none of the Operating Company, Stellar Propane or any ERISA Affiliate has had asserted against it any claim for Taxes under Section 4980B Chapter 43 of Subtitle D of the Code and Section 607(l5000 of the Code, or for penalties under ERISA Section 502(c), (i) or (l), nor, to the Knowledge of ERISAthe Sellers, is there has been timely compliance in all material respects with all requirements imposed thereundera basis for any such claim, and under Parts 6 and 7 (ii) no officer, director or employee of the Sellers, the Operating Company or Stellar Propane has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA generallyERISA. Other than routine claims for benefits, so that there is no claim or proceeding (including any audit or investigation) pending or, to the Seller and Knowledge of the Sellers, threatened, involving any affiliate have no (and will not incur any) lossBenefit Plan by any Person, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller IRS, the United States Department of Labor or any affiliate relating toother Governmental Authority against such Benefit Plan or the Operating Company, Stellar Propane or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateERISA Affiliate.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller (a) Company has provided and/or identified on Schedule 4.16 previously made available to Parent copies of current documents constituting of each "“employee benefit plan," ” as defined in Section 3(3) of ERISA, of which Company, any of its Subsidiaries or any member of the same controlled group of corporations, trades or businesses as Company within the meaning of Section 4001(a)(14) of ERISA (“ERISA Affiliates”) is a sponsor or participating employer or as to which (i) Company, any of its Subsidiaries or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at retired, of Company, any time during the last 5 years maintained, administered or contributed to by the Seller of its Subsidiaries or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions, the determination letter from the IRS, the annual reports for the most recent three years (as defined in Section 407(d)(7) of ERISAForm 5500 including, if applicable, Schedule B thereto, and Form 11-K, if applicable) and covers a summary of material modifications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "“Employee Plans." ,” and are listed in Section 4.20(a) of the Company Disclosure Letter. None of the Employee Plans wouldCompany, individually its Subsidiaries or collectivelyany ERISA Affiliate has ever sponsored, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, maintained or been obligated to contribute to a "“multiemployer plan," as defined in ” within the meaning of Section 3(37) of ERISA, ERISA or a "defined benefit plan," as defined in Section 3(35) and any plan subject to Title IV of ERISA, . Each Employee Plan that is intended to be qualified in form and no operation under Section 401(a) of the Code has received a favorable determination letter from the IRS and the associated trust for each such Employee Plan is maintained in connection with exempt from tax under Section 501(a) of the Code and Company knows of no fact that would materially adversely affect the qualified status of any trust described in such Employee Plan. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 501(c)(9) 511 of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each All amendments required to bring each Employee Plan has been maintained in compliance into conformity with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subjectapplicable provisions of ERISA, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISAall other applicable laws have been made, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so except to the extent that the Seller and such amendments that would retroactively cover any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately period prior to the Closing DateEffective Time of the Merger are not required to be adopted prior to the Effective Time of the Merger.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Covidien Material Adverse Effect, (A) each of the Covidien Benefit Plans has been operated and administered in compliance with its terms and in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Covidien Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Covidien Benefit Plan provides benefits, including death or was at any time during the last 5 years maintainedmedical benefits (whether or not insured), administered with respect to current or contributed to former employees or directors of Covidien or its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Seller Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or comparable U.S. state or foreign law; (D) no liability under Title IV of ERISA has been incurred by Covidien, its Subsidiaries or any affiliate of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Covidien, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Covidien Benefit Plan is a “multiemployer pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA; (F) all contributions or other amounts payable by Covidien or its Subsidiaries as of the Effective Time pursuant to each Covidien Benefit Plan in respect of current or prior plan years have been timely paid or, and no Employee Plan is maintained to the extent not yet due, have been accrued in accordance with U.S. GAAP or applicable international accounting standards; (G) neither Covidien nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Covidien or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, or to the knowledge of Covidien, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee of the Covidien Benefit Plans or liabilities associated therewith, and any trusts related thereto that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating would result in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all a material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. The Seller (a) Except as has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined not had and would not reasonably be expected to have, individually or in Section 3(3) of ERISA which the aggregate, a Parent Material Adverse Effect, (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee each of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Parent Benefit Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained operated and administered in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulationsin accordance with applicable Laws, including but not limited toERISA, ERISA the Code and in each case the Coderegulations thereunder; (ii) no Parent Benefit Plan provides welfare benefits, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health death or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not writteninsured), with respect to current or former employees or directors of Parent or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by the Seller COBRA or comparable U.S. state or foreign law or (B) severance arrangements providing such benefits for a period not in excess of three (3) years following termination of employment; (iii) no liability under Title IV of ERISA has been incurred by Parent, any of its Subsidiaries or any affiliate relating toof their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Parent, any of its Subsidiaries or any of their respective ERISA Affiliates to incur a liability thereunder; (iv) no Withdrawal Liability imposed on Parent or any of its ERISA Affiliates is unsatisfied, and, to the knowledge of Parent, no Multiemployer Plan to which Parent, any of its Subsidiaries or any of their respective ERISA Affiliates contributes or is required to contribute has been terminated or is “insolvent” (within the meaning of Section 4245 of ERISA); (v) all contributions or other amounts payable by Parent or its Subsidiaries pursuant to each Parent Benefit Plan in respect of current or prior plan years have been timely paid or, to the extent not yet due, have been accrued in accordance with GAAP or applicable international accounting standards; (vi) neither Parent nor any of its Subsidiaries has engaged in a transaction in connection with which Parent or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code; and (vii) there are no pending, or change in employee participation to the knowledge of Parent, threatened or coverage underanticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateParent Benefit Plans or any trusts related thereto.

Employee Benefit Plans. The Seller Except as described in the Company Filed Reports (and subsequent financial and actuarial statements and reports furnished to Parent or its agents prior to the date hereof), as described in Section 3.16 of the Company Disclosure Letter or as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) all employee benefit plans or programs maintained for the benefit of the current or former employees or directors of the Company or any of its Subsidiaries that are sponsored, maintained or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has provided and/or identified on Schedule 4.16 each any liability, including without limitation any such plan that is an "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldRetirement Income Security Act of 1974 ("ERISA")(the "COMPANY BENEFIT PLANS"), individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained are in compliance with its terms and the all applicable requirements prescribed by any and all statutes, orders, rules and regulationsof Law, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets (b) neither the Company nor any of the Seller are its Subsidiaries has any liabilities or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction obligations with respect to any such employee benefit plans or programs, whether accrued, contingent or otherwise, other than the obligations arising in the ordinary course of the operation or administration of such plans or routine claims for benefits under such plans, nor to the Knowledge of the Company are any such liabilities or obligations expected to be incurred, and (c) neither the Company nor any of its Subsidiaries is a party to any contract or other arrangement under which, after giving effect to the Offer or the Merger, Parent or the Surviving Corporation would be obligated to make any "parachute" payment within the meaning of the Code. Except as described in Section 3.16 of the Company Disclosure Letter, the execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any benefit plan. There has been no amendment to, written interpretation program, policy, arrangement or announcement agreement or any trust, loan or funding arrangement that will or may result in any payment (whether of severance pay or not written) by the Seller otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any affiliate relating toemployee. The Company has made available to Parent true, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level complete and correct copies of the expense incurred in respect thereof plan documents for the fiscal year ended immediately prior to the Closing DateCompany Benefit Plans.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each To the extent required (either as a matter of law or to obtain the intended tax treatment and tax benefits), all of the benefit and incentive plans, arrangements and programs for the benefit of the Company's current and former employees, independent contractors, leased employees, directors and agents and their dependents and beneficiaries (the "employee benefit plan," Plans") comply with all requirements of applicable law, including without limitation the applicable requirements of the Employee Retirement Income Security Act of 1974, as defined in Section 3(3) amended ("ERISA"), and the Code, and with the terms of ERISA which the Plans. With respect to the Plans, (i) is subject to all required contributions that are due have been made and all expenses have been paid and any provision accrual required by generally accepted accounting principles has been made on the books and records of ERISA and the Company for all future contribution obligations; (ii) is there are no actions, suits or was at any time during the last 5 years maintainedclaims pending, administered or contributed to by the Seller or any affiliate other than routine uncontested claims for benefits; and (iii) there have been no prohibited transactions (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) except for such items that have not or would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. All benefits under those Plans covered by ERISA (other than Code Section 125 cafeteria plans) are payable either through a fully-funded trust or an insurance contract, and no welfare benefit Plan (as defined in Section 3(1) of ERISA) and covers any employee or former employee is self-funded. No Plan assets are invested in stock of the Seller Company. Each Plan (and any related trust) intended to be qualified under Sections 401(a) and 501(a) of the Code (i) has received a favorable determination letter from the U.S. Internal Revenue Service to the effect that it is qualified, both as to the original plan and all restatements or material amendments; (ii) has never been subject to any assertion by any governmental agency that it is not so qualified; and (iii) has been operated so that it has always been so qualified. No action has been taken by the Company, nor has there been any failure by the Company to take any action, nor is any action or failure to take action contemplated by the Company (including all actions contemplated under this Agreement), that would subject the Company or any affiliate of its directors, officers or under which the Seller or any affiliate has employees to any liability. Such plans are referred to collectively herein as , penalty or tax imposed by the "Employee Plans." None U.S. Internal Revenue Service or Department of the Employee Plans would, individually Labor or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained other governmental entity in connection with any trust described in Section 501(c)(9Plan. There are no (i) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans legal, administrative or liabilities associated therewithother proceedings or governmental investigations or audits, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring (ii) complaints to or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Codegovernmental entity, which are applicable to such Plan. No assets of the Seller are or could be subjectpending, directly or indirectlyanticipated or, to the Company's knowledge, threatened, against any liability Plan or lien by reason of its assets, or against any action Plan fiduciary or inaction taken administrator, or against the Company or its directors, officers or employees with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DatePlan.

Employee Benefit Plans. The Except as set forth in the Schedule 6.22, the Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which is not a party to or obligated to contribute to: (i) is subject to any provision of ERISA and Employee Welfare Benefit Plan; (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans Pension Benefit Plan; or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by (iii) any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Other Employee Plan or other benefit arrangement providing health or medical benefits Arrangement in respect of any active employee present or former employees of the Seller under Seller. Copies of all of the terms of any such plan and descriptions thereof given foregoing (each a “Plan or Arrangement”) have been supplied to employeesBuyer. With respect to any Employee Plans Benefit Plan that covers any past or present employees of the Seller: (1) neither such Employee Benefit Plan nor, to the Seller’s Knowledge, any plan fiduciary has engaged in a prohibited transaction as defined in section 406 of ERISA (for which are "group health plans" no individual or class exemption exists under Section 4980B section 408 of ERISA) or any prohibited transaction as defined in section 4975 of the Code (for which no individual or class exemption exists under section 4975 of the Code) involving such Employee Benefit Plan that resulted in any liability which has not been satisfied; (2) all filings and Section 607(lreports as to such Employee Benefit Plan required to have been made to the IRS, to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) of ERISAthere is no litigation, there has been timely compliance in all material respects with all requirements imposed thereunderdisputed claim (other than routine claims for benefits), and under Parts 6 and 7 of Title I of ERISA generallyor governmental proceeding or investigation commenced, so that pending or, to the Seller and any affiliate have no (and will not incur any) lossSeller’s knowledge, assessment, tax penalty or other sanction threatened with respect to any such Employee Benefit Plan or its related trust; (4) such Employee Benefit Plan has been established, maintained, funded, and administered in all material respects in accordance with its governing documents and any applicable provisions of ERISA, the Code, and the regulations promulgated thereunder; (5) neither the Seller nor any ERISA Affiliate has, during the preceding five (5) year period, incurred any withdrawal liability from a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA. With respect to any Employee Benefit Plan that covers any past or present employees of the Seller and that is intended to be qualified under section 401(a) or section 501(c)(9) of the Code, except as set forth in the Disclosure Schedule, favorable determination or approval letters as to qualification of such Employee Benefit Plan under section 401(a) or section 501(c)(9) of the Code have been issued by the IRS and, to the Seller’s Knowledge, no event has occurred or condition exists that would adversely affect such qualification. With respect to any Other Employee Plan or Arrangement, whether or not subject to ERISA: (1) there is no litigation, disputed claim (other than routine claims for benefits), or governmental proceeding or investigation commenced or pending with respect to such Other Employee Plan or Arrangement that, if determined adversely, would cause a material liability; (2) such Other Employee Plan or Arrangement has been administered in all material respects in accordance with its governing agreement or other documents; and (3) if funding is required, such Other Employee Plan or Arrangement has been funded in accordance with its governing documents and such Other Employee Plan or Arrangement may be terminated without causing a material liability. There has not been no amendment to, written interpretation any termination or announcement (whether or not written) partial termination of any Employee Pension Benefit Plan maintained by the Seller or any affiliate relating toERISA Affiliate, or change during the period of such common control, at a time when Title IV of ERISA applied to such Plan that resulted in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior a liability to the Closing DateSeller that has not been satisfied.

Employee Benefit Plans. The Seller has provided and/or identified Except as set forth on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA the Disclosure Schedule, neither the Clinic nor any other entity, whether or not incorporated, which (i) is subject deemed to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate be under common control (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller Code or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None 4001(b) of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended (“ERISA”), with the Clinic (“Commonly Controlled Entity”) maintains or collectively, constitute an "contributes to any employee pension benefit plan" plan (as defined in Section 3(2) of ERISA) that is a defined contribution plan described in Section 3(34) of ERISA or Section 414(i) of the Code, includingor that is a defined benefit plan described in Section 3(35) of ERISA or Section 414(j) of the Code, without limitationand that gives, or will give, rise to any liability of the Clinic for (i) any premium payments due under Section 4007 of ERISA with respect to any such defined benefit plan, or (ii) any unpaid minimum funding contributions that would result in the imposition of a "lien on any assets of the Clinic pursuant to Section 412(c)(11) of the Code or Section 302(c)(11) of ERISA. Neither the Clinic nor any Commonly Controlled Entity sponsors or sponsored, or maintains or maintained, any defined benefit plan (described in the immediately preceding sentence) that has been, or will be, terminated in a manner that would result in any liability of the Clinic to the Pension Benefit Guaranty Corporation or that would result in the imposition of a lien on any assets of the Clinic pursuant to Section 4068 of ERISA. At no time during the five (5) consecutive year period immediately preceding the first day of the year in which the Closing Date occurs has the Clinic or any Commonly Controlled Entity participated in or contributed to any multiemployer plan," as plan defined in Section 3(374001(a)(3) of ERISA, or Section 414(f) of the Code, nor to the best of the Physician Parties’ knowledge during such period has the Clinic or any Commonly Controlled Entity had an obligation to participate in or contribute to any such multiemployer plan. Except as set forth on the Disclosure Schedule, the Clinic is not obligated under any agreement or other arrangement pursuant to which compensation or benefits will become payable as a "defined result of the consummation of the transactions contemplated in this Asset Purchase Agreement. To the best of the Physician Parties’ knowledge neither the Clinic nor any of its respective directors, officers, employees or agents, has, with respect to any employee benefit plan," plan (as defined in Section 3(353(3) and subject to Title IV of ERISA), and no Employee Plan that is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed established by any and all statutes, orders, rules and regulations, including but not limited or contributed to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained which costs or liabilities are accrued by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees each of the Seller Clinic engaged in any conduct that would result in any material taxes or any affiliatepenalties on prohibited transactions under Section 4975 of the Code or under Section 502(i) or (1) of ERISA or in breach of fiduciary duty liability under Section 409 of ERISA which, determined using assumptions that are reasonable in the aggregate, over could be material to the fair market value business, financial condition or results of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) operation of the Code). The Seller has reserved its right Clinic, and to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee the best of the Seller under Physician Parties’ knowledge no actions, investigations, suits or claims with respect to the terms fiduciaries, administrators or assets of any such employee benefit plan and descriptions thereof given (other than routine claims for benefits) is pending or threatened, which, in the aggregate, could reasonably be expected to employeesgive rise to material liability of the Clinic, or which could be material to the business, financial condition or results of operations of the Clinic. With respect The Clinic does not maintain a welfare benefit plan (as defined in Section 3(1) of ERISA) that provides for or promises retiree medical, disability or life insurance benefits to any Employee Plans current or former employee, officer or director of the Clinic other than “continuation coverage” required under the Comprehensive Omnibus Budget Reconciliation Act of 1985. To the best of the Physician Parties’ knowledge any and all plans, policies, programs or arrangements of the Clinic or any Commonly Controlled Entity which are "group health plans" under subject to Section 4980B of the Code have been and are in compliance with the requirements of Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts Part 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and ERISA. The Clinic will not incur any) loss, assessment, tax penalty or other sanction remain fully liable with respect to all plans, programs, policies or other arrangements, including but not limited to any pension, profit-sharing, thrift or other retirement plan; deferred compensation; or any other pension benefit plan of any kind; stock ownership, stock purchase, performance share, bonus or other incentive plan; severance plan; disability, medical, dental, vision or other health plan; life insurance or death benefit plan; vacation, sick leave, holiday or other paid leave plan; cafeteria plan, medical flexible spending account reimbursement plan; dependent care plan; or any other welfare benefit plan of any kind; or any other benefit plan, policy, program or arrangement whether or not any such plan. There has been no amendment to, written interpretation policy, program or announcement (other arrangement is, or is intended to be, qualified under Section 401(a) of the Code, and whether or not written) by any such plan, policy, program or arrangement is subject to the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense provisions of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately ERISA prior to the Closing DateClosing, and the Purchaser will not be required to assume by law or under any form of any such plans, policies, programs or arrangements any of the liabilities for or under such plans, policies, programs or arrangements.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Medtronic Material Adverse Effect, (A) each of the Medtronic Benefit Plans has been operated and administered in compliance with its terms and in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Medtronic Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Medtronic Benefit Plan provides benefits, including death or was at any time during the last 5 years maintainedmedical benefits (whether or not insured), administered with respect to current or contributed to former employees or directors of Medtronic or its Subsidiaries beyond their retirement or other termination of service, other than under COBRA or comparable U.S. state law; (D) no liability under Title IV of ERISA has been incurred by the Seller Medtronic, its Subsidiaries or any affiliate of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Medtronic, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Medtronic Benefit Plan is a “multiemployer pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA; (F) all contributions or other amounts payable by Medtronic or its Subsidiaries as of the Effective Time pursuant to each Medtronic Benefit Plan in respect of current or prior plan years have been timely paid or, and no Employee Plan is maintained to the extent not yet due, have been accrued in accordance with U.S. GAAP or applicable international accounting standards; (G) neither Medtronic nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Medtronic or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, or to the knowledge of Medtronic, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee of the Medtronic Benefit Plans or liabilities associated therewith, and any trusts related thereto that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating would result in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in (A) Section 3(33.27(A) of ERISA which (i) is subject the Schedules lists all Employee Benefit Plans, arrangements or agreements providing benefits or compensation to any provision current or former employees, directors or consultants of ERISA and (ii) CFG or any other Entity that, together with CFG, is or was at any time during the last 5 six (6) years maintained, administered preceding date hereof was deemed a single employer within the meaning of Section 414 of the Code (an “ERISA Affiliate”) that are sponsored or contributed to maintained by the Seller CFG or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers its ERISA Affiliates or to which CFG or any employee of its ERISA Affiliates contributes or is obligated to contribute on behalf of current or former employee employees, directors or consultants of the Seller CFG or any affiliate of its ERISA Affiliates or under with respect to which the Seller CFG or any affiliate of its ERISA Affiliates has any liability. Such plans are referred to collectively herein as , including any employee welfare benefit plan within the "Employee Plans." None meaning of section 3(1) of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended (together with the rules and regulations promulgated thereunder, “ERISA”), determined without regard to whether such plan is subject to ERISA (whether written or collectively, constitute an "oral) any employee pension benefit plan" as defined in plan within the meaning of Section 3(2) of ERISA, includingdetermined without regard to whether such plan is subject to ERISA (whether written or oral), without limitationany employment, a "multiemployer consulting or independent contractor agreement, any collective bargaining agreement, employee stock ownership, bonus, incentive, deferred compensation, supplemental retirement plan," as defined in Section 3(37) , stock purchase, stock option, and other equity or equity-based compensation plan or agreement, severance, retention or change of ERISA, control or a "defined fringe benefit plan and each other compensation or benefit plan," as defined in Section 3(35, fund, policy, program, agreement, arrangement or scheme (whether written or oral) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) (each of the Codeforegoing, an “CFG Employee Plan”). It There is understood and agreed that Buyer is not assuming no pending or, to the Knowledge of CFG, threatened Proceeding relating to any CFG Employee Plan. All of the CFG Employee Plans or liabilities associated therewith, comply and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has have been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance administered in all material respects with their terms and all requirements imposed thereunder, and under Parts 6 and 7 of Title I Legal Requirements. There has occurred no “prohibited transaction” (as defined in Section 406 of ERISA generally, so that or Section 4975 of the Seller and any affiliate have no (and will not incur anyCode) loss, assessment, tax penalty or other sanction with respect to any such planCFG Employee Plan that is likely to result in the imposition of any penalties or Taxes upon CFG or any of its Subsidiaries under Section 502(i) of ERISA or Section 4975 of the Code. There has All contributions, premiums or other payments required under the terms of all CFG Employee Plans and all Legal Requirements have been no amendment to, written interpretation or announcement (whether or not written) made by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datedue date thereof.

Employee Benefit Plans. The All Employee Plans and Compensation Arrangements, excluding employment agreements, providing benefits either to Employees or to former Employees whose employment terminated since January 1, 2002 ("System Plans") are listed in Schedule 4.17(a) and accurate summaries of any such plans or arrangements have been furnished to Buyer. Except as disclosed in Schedule 4.17(a), there is no Employee Plan or Compensation Arrangement or any amendment to an existing Employee Plan or Compensation Arrangement that will affect the benefits of Employees or former Employees and that is to become effective after the date of this Agreement. Each Employee Plan and Compensation Arrangement has been established, maintained, funded, operated and administered in all material respects in accordance with its own terms, the terms of any applicable collective bargaining agreement and, where applicable, ERISA, the IRC, and any other applicable Legal Requirement. No lien has arisen or, to the Knowledge of Sellers is reasonably expected to arise on the assets of any Seller or any ERISA Affiliate, under Section 412 of the IRC or Section 302 of ERISA in favor of the Pension Benefit Guaranty Corporation or any Employee Plan. No Seller or ERISA Affiliate is contributing to, is required to contribute to, or has provided and/or identified on Schedule 4.16 each contributed within the last six (6) years to, any Multiemployer Plan, and no Seller or ERISA Affiliate has incurred within the last six (6) years, or reasonably expects to incur, any "employee benefit planwithdrawal liability," as defined in under Section 3(34201 et seq. of ERISA. No Seller or Affiliate of a Seller is aware of the existence of any governmental inspection, investigation, audit or examination of any Employee Plan or Compensation Arrangement or of any facts which would lead it to believe that any such governmental inspection, investigation, audit or examination is pending or threatened. There exists no action, suit or claim (other than routine claims for benefits) of ERISA which (i) is subject with respect to any provision Employee Plan or Compensation Arrangement pending or, to Sellers' Knowledge, threatened against any such plan or arrangement, and Sellers possess no Knowledge of ERISA and (ii) is any facts which could give rise to any such action, suit or was at claim. There have been no Prohibited Transactions with respect to any time during Employee Plan or Compensation Arrangement. To the last 5 years maintainedKnowledge of Sellers, administered or contributed to by the Seller no Fiduciary has any liability for breach of fiduciary duty or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee other failure to act or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained comply in connection with any trust described in Section 501(c)(9) the administration or investment of the Code. It is understood and agreed that Buyer is not assuming assets of any Employee Plans Plan or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such PlanCompensation Arrangement. No assets of the Seller are condition or event exists or is expected to occur that could be subject, directly or indirectly, any Seller or ERISA Affiliate to any liability material liability, contingent or lien by reason otherwise, or the imposition of any action Encumbrance on the assets of any Seller or inaction taken ERISA Affiliate under the IRC or Title IV of ERISA whether to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, or any other Person. No Employee Plan ever has incurred an "accumulated funding deficiency," as such term is defined in Section 302(a)(2) of ERISA and Section 412(a) of the IRC, whether or not waived, and each Employee Plan otherwise always has fully met the funding standards required under Title I of ERISA and Section 412 of the IRC. No "reportable event," as that term is defined in Section 4043(c) of ERISA, has occurred or is reasonably expected to occur with respect to any Employee Plan maintained by the SellerPlan. The Seller has There are no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With unfunded liabilities with respect to any Employee Plans which are Plan, i.e., the actuarial present value of all "group health plansbenefit liabilities" (determined within the meaning of Section 401(a)(2) of the IRC) under each Employee Plan, whether or not vested, does not exceed the current value of the assets of such Employee Plan. All contributions, premiums or payments accrued, in whole or in part, under each Employee Plan or Compensation Arrangement or with respect thereto as of the Closing will be paid by Sellers, on or prior to Closing or, if later, within the time period permitted by ERISA and the IRC. Each Employee Plan that is intended to meet the requirements of a "qualified plan" under Section 4980B 401(a) of the Code IRC has received a determination from the Internal Revenue Service that such Employee Plan is so qualified and Section 607(l) nothing has occurred since the date of ERISAsuch determination that could reasonably be expected to adversely affect the qualified status of any such Employee Plan. Sellers do not maintain, there has been timely compliance contribute to or have an obligation to contribute to, or have any liability or potential liability with respect to, any employee benefit plan providing health or life insurance or other welfare-type benefits for current or future retired or terminated directors, officers or employees of Sellers other than in accordance with COBRA. Sellers and all ERISA Affiliates have complied in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCOBRA.

Employee Benefit Plans. (a) The Seller has provided and/or identified on Schedule 4.16 Ameriana Bancorp Disclosure Letter contains a list identifying each "“employee benefit plan," ” as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which (i) is subject to any provision of ERISA ERISA, and (ii) is or was at any time during the last 5 years currently maintained, administered or contributed to by the Seller Ameriana Bancorp or any affiliate entity, trade or business that, together with Ameriana Bancorp, would be treated as a single employer under the provisions of Sections 414(b), (c), (m) or (o) of the Code (“Ameriana Bancorp ERISA Affiliate”), and covers any employee, director or former employee or director of Ameriana Bancorp or any Ameriana Bancorp ERISA Affiliate under which Ameriana Bancorp or any Ameriana Bancorp ERISA Affiliate has any liability. The Ameriana Bancorp Disclosure Letter also contains a list of all “employee benefit plans” as defined under ERISA which have been terminated by Ameriana Bancorp or any Ameriana Bancorp ERISA Affiliate since January 1, 2010. Copies of such plans (and, if applicable, related trust agreements or insurance contracts) and all amendments thereto and written interpretations thereof have been furnished to First Merchants together with the three (3) most recent annual reports (Form 5500) prepared in connection with any such plan and the current summary plan descriptions (and any summary of material modifications thereto). Such plans are hereinafter referred to individually as an “Employee Plan” and collectively as the “Employee Plans.” The Employee Plans which individually or collectively would constitute an “employee pension benefit plan” as defined in Section 407(d)(73(2)(A) of ERISA) and covers any employee or former employee of ERISA are identified as such in the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are list referred to collectively herein as the "Employee Plansabove." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "(a) With respect to the employee benefit plan," plans, as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), sponsored or otherwise maintained by ONB or any of its subsidiaries, whether written or oral, in which ONB or any of its subsidiaries participates as a participating employer; to which ONB or any of its subsidiaries contributes and including any such plans which within the preceding six years have been terminated, merged into another plan of ONB or any of its subsidiaries, frozen or discontinued (collectively, "ONB Plans"): (i) is subject to any provision of ERISA all such ONB Plans have been, in all respects, maintained in compliance with the requirements prescribed by all applicable statutes, orders and (ii) is governmental rules or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAregulations, including, without limitation, a ERISA, the Code, and Treasury and Labor Regulations promulgated thereunder, (ii) all ONB Plans intended to constitute tax-qualified plans under Section 401(a) of the Code have received favorable determination letters from the Internal Revenue Service ("multiemployer plan,Service") with respect to "TRA" (as defined in Section 3(371 of Rev. Proc. 93-39), and ONB is not aware of any circumstances likely to result in revocation of any such favorable determination letter; (iii) except for the ONB common stock held by its trustee as an asset of the ONB Employee Stock Ownership Plan and the ONB Employees' Retirement Plan, no ONB Plan (or its related trust) holds any stock or other securities of ONB or any related or affiliated person or entity; (iv) ONB has not engaged in any transaction that may subject ONB, or any ONB Plan, to a civil penalty imposed by Section 502 of ERISA, or a "defined benefit plan," ; (v) no prohibited transaction (as defined in Section 3(35) 406 of ERISA and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described as defined in Section 501(c)(94975(c) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan ) has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken occurred with respect to any Employee Plan maintained by ONB Plan; (vi) to the Seller. The Seller has best knowledge of ONB, there are no liability in respect actions, suits, proceedings or claims pending (other than routine claims for benefits) or threatened, against ONB, any of post-retirement health and medical benefits for retired employees of the Seller or its subsidiaries, any affiliateONB Plan, determined using assumptions that are reasonable in the aggregate, over the fair market value any fiduciary of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee ONB Plan or other benefit arrangement providing health or medical benefits in respect the assets of any active employee of the Seller under the terms of any such plan and descriptions thereof given ONB Plan as to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate ONB would have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. The Seller has provided and/or identified on Except for plans maintained by Buyer or its affiliates and for plans specified Schedule 4.16 each "3.10, none of the Sellers or the LLC maintains any “employee benefit plan," ” as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the any Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) the LLC and covers any employee or former employee of the any Seller or any affiliate the LLC or under which the any Seller or any affiliate the LLC has any liability. Such plans are referred to collectively herein as the "“Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans”. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code, which are applicable to such Plan. No assets of any Seller or the Seller LLC are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by any Seller or the SellerLLC. The Seller has no Neither of the Sellers or the LLC have any liability in respect of post-retirement health and medical benefits for retired employees of the any Seller or any affiliatethe LLC, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has Sellers and the LLC have reserved its their right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller or the LLC under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "“group health plans" ” under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller Sellers and any affiliate the LLC have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the any Seller or any affiliate the LLC relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The (a) Except as provided in writing to Purchaser and as listed on Exhibit 3.29, with respect to all employees and former employees of Seller has provided and/or identified on Schedule 4.16 each "and ------- all dependents and beneficiaries of such employees and former employees, (i) Seller does not maintain or contribute to any non-qualified deferred compensation or retirement plans, contracts or arrangements, (ii) Seller does not maintain or contribute to any qualified defined contribution plans as defined in Section 3(34) of ERISA or Section 414(i) of the Code, (iii) Seller does not maintain or contribute to any qualified defined benefit plans as defined in Section 3(35) of ERISA or Section 414(j) of the Code, and (iv) Seller does not maintain or contribute to any employee welfare benefit plans as defined in Section 3(1) of ERISA. (b) To the best of Seller's knowledge, to the extent required (either as a matter of law or to obtain the intended tax treatment and tax benefits), all employee benefit plan," plans as defined in Section 3(3) of ERISA which Seller does maintain or to which it does contribute (collectively, the "Plans") comply in all material respects with the requirements of ERISA and the Code. With respect to the Plans, (i) is subject to any provision of ERISA all required contributions which are due have been made and a proper accrual has been made for all contributions due in the current fiscal year, (ii) is there are no actions, suits or was at any time during the last 5 years maintainedclaims pending, administered or contributed to by the Seller or any affiliate other than routine uncontested claims for benefits, and (iii) there have been no prohibited transactions as defined in Section 407(d)(7) 406 of ERISA) and covers any employee ERISA or former employee Section 4975 of the Code. (c) Seller or does not contribute (and has not ever contributed) to any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldmulti-employer plan, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA. Seller has no actual or potential liabilities under Section 4201 of ERISA for any complete or partial withdrawal from a multi-employer plan. Seller has no actual or potential liability for death or medical benefits after separation from employment, other than (i) death benefits under the employee benefit plans or a "defined benefit plan," as defined in Section 3(35) and programs (whether or not subject to Title IV of ERISA) that will be set forth in writing to Purchaser, and no Employee Plan is maintained in connection with any trust (ii) health care continuation benefits described in Section 501(c)(9) 4980B of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.3.30 GIFTS3.30

Employee Benefit Plans. The Seller Acquiror has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined disclosed in Section 3(3) 4.17 of ERISA which (i) is subject to any provision the Acquiror Disclosure Schedule a list of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate all employee welfare benefit plans (as defined in Section 407(d)(73(1) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would), individually or collectively, constitute an "employee pension benefit plan" plans (as defined in Section 3(2) of ERISA) and all other bonus, stock option, stock purchase, benefit, profit sharing, savings, retirement, disability, insurance, incentive, deferred compensation and other similar fringe or employee benefit plans, programs or arrangements for the benefit of, or relating to, any employee of, or independent contractor or consultant to, Acquiror or any of its subsidiaries (together, the "Employee Plans"). Acquiror has made available to Company true and complete copies of all Employee Plans, as in effect, together with all amendments thereto which will become effective at a later date, as well as the latest Internal Revenue Service determination letters obtained with respect to any Employee Plan qualified under Section 401(a) or 501(a) of the Code. Also with respect to each Employee Plan, true and complete copies of the (i) three most recent annual actuarial valuation reports, if any, (ii) three last filed Forms 5500 together with Schedule A or B thereto or both, (iii) summary plan descriptions (as defined in ERISA), if any, and all modifications thereto communicated to employees, and (iv) three most recent annual or periodic accounting of related plan assets, if any, have been, or will be, made available to Acquisition Subsidiary and are, or will be, correct in all material respects. All of the foregoing are legal, valid, binding, in full force and effect and there are no material defaults thereunder, and no rights of Acquiror or any of Acquiror's subsidiaries with respect to any Employee Plan intended to qualify under Section 401(a) of the Code will be impaired by the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. Neither Acquiror nor any of its subsidiaries nor any of their respective directors, officers, employees or agents, nor, to the knowledge of Acquiror and its subsidiaries, any "party in interest" or "disqualified person", as such terms are defined in Section 3 of ERISA and Section 4975 of the Code has, with respect to any Employee Plan, engaged in or been a party to any "prohibited transaction", as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could result in the imposition of either a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to Acquiror, any of its subsidiaries or any Employee Plan. All Employee Plans are in compliance in all material respects with the currently applicable requirements prescribed by all statutes, orders, or governmental rules or regulations currently in effect with respect to such Employee Plans, including, without limitationbut not limited to, ERISA and the Code and, to the knowledge of Acquiror, there are no pending or threatened claims, lawsuits or arbitrations (other than routine claims for benefits) which have been asserted or instituted against Acquiror, any of its subsidiaries, any Employee Plan or the assets of any trust for any Employee Plan. Each Employee Plan which is a group health plan (within the meaning of Section 5000(b)(i) of the Code) complies in all material respects with and has been maintained and operated in material compliance with each of the requirements of Section 162(k) of the Code as in effect for years beginning prior to 1989, Section 4980B of the Code for years beginning after December 31, 1988 and Part 6 of Subtitle B of Title I of ERISA. Each Employee Plan intended to qualify under Section 401(a) of the Code does so qualify as to form, and the trusts created thereunder are exempt from tax under the provisions of Section 501(a) of the Code. All contributions or payments required to be made or accrued before the Effective Time under the terms of any Employee Plan will have been made or accrued by Acquiror or by its subsidiaries, as applicable, by the Effective Time. No Employee Plan subject to Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in ERISA), whether or not waived. Neither Acquiror nor any of its subsidiaries has incurred or reasonably expects to incur any liability to the Pension Benefit Guaranty Corporation with respect to any Employee Plan. Neither Acquiror nor any of its subsidiaries has incurred or reasonably expects to incur any withdrawal liability with respect to any "multiemployer plan," (as defined in Section 3(37) of ERISA, ). There have been no changes in the operation or a "defined benefit plan," interpretation of any of the Employee Plans since the most recent annual report or actual report which would have any material effect on the cost of operating or maintaining such Employee Plans. Except as defined disclosed in Section 3(35) and subject 4.17 of the Acquiror's Disclosure Schedule, no event has occurred or will occur which will result in material liability to Title IV of ERISA, and no Employee Plan is maintained the Acquiror in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed established, maintained, or contributed to (currently or previously) by Acquiror or by any and all statutesother entity which, orderstogether with Acquiror, rules and regulations, including but not limited to, ERISA and constitute elements of either (i) a controlled group of corporations (within the Code, which are applicable to such Plan. No assets meaning of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h414(b) of the Code). The Seller has reserved its right to amend , (ii) a group of trades or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect businesses under common control (within the meaning of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B Sections 414(c) of the Code and or 4001 of ERISA), (iii) an affiliated service group (within the meaning of Section 607(l414(m) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating toCode), or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level (iv) another arrangement covered by Section 414(o) of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. The Seller Each employee benefit plan maintained by Company ("PLAN") covering active, former, or retired employees of Company is listed in the Company Disclosure Schedule. Company has provided and/or identified on Schedule 4.16 to Buyer a copy of each Plan, and where applicable, any related trust agreement, annuity, or insurance contract, and to the extent applicable, the three most recent annual reports (Form 5500) filed with the Internal Revenue Service. To the extent applicable, each Plan either is exempt from or complies, in all material respects, with the requirements of the Employee Retirement Income Security Act of 1974 as amended ("employee benefit planERISA"), and the Code, and any Plan intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and has remained tax-qualified to this date and its related trust is tax-exempt and has been so since its creation. No Plan is covered by Title IV of ERISA or Section 412 of the Code. To Company's knowledge, no "PROHIBITED TRANSACTION," as defined in ERISA Section 3(3) of ERISA which (i) is subject 406 or Code Section 4975 has occurred with respect to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPlan. Each Employee Plan has been maintained and administered in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, to ERISA and the Code, which are applicable to such PlanPlans. No assets There are no pending or, to Company's knowledge, anticipated claims against or otherwise involving any of the Seller are Plans and no suit, action, or could be subject, directly other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought against or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan Plan. All contributions, reserves, or premium payments to the Plan, accrued to the date hereof have been made or provided for. Company has not incurred any liability under Subtitle C or D of Title IV of ERISA with respect to any "SINGLE-EMPLOYER PLAN," within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Company, or any entity which is considered one employer with Company under Section 4001 of ERISA. Company has not incurred any withdrawal liability under Subtitle E of Title IV of ERISA with respect to any "MULTIEMPLOYER PLAN," within the Sellermeaning of Section 4001(a)(3) of ERISA. The Seller Company has no not engaged in or is a successor or parent corporation to an entity that has engaged in a transaction described in ERISA Section 4069. Company does not have any current or projected liability in respect of post-employment or post-retirement health and medical welfare benefits for retired or former employees of the Seller or Company other than health care continuation benefits required to be provided under applicable law. Company has not incurred any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" tax under Section 4980B of the Code and in respect of any Plan that is a group health plan, as defined in Section 607(l5000(b)(1) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each (a) As used herein, the term "Benefit Plan" includes any pension, retirement, savings, disability, medical, dental, health, life, death benefit, group insurance, profit sharing, deferred compensation, stock option, bonus, incentive, vacation pay, tuition reimbursement, severance pay, or other employee benefit plan," as defined in Section 3(3) of ERISA which , trust, agreement, contract, policy or commitment (i) is subject to including, without limitation, any provision of ERISA and (ii) is or was at any time during the last 5 years maintainedpension plan, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder ("ERISA") ("Pension Plan"), including, without limitation, a "multiemployer plan," and any welfare plan as defined in Section 3(373(1) of ERISA), whether any of the foregoing is funded, insured or self-funded, written or oral, (i) sponsored or maintained by Seller, or any of Seller's affiliates, to the extent such affiliate is described in Code Section 414(b), (c) or (m) and corresponding Treasury Regulations (each a "defined benefit plan," as defined in Section 3(35Controlled Group Member") and subject to Title IV of ERISAcovering Seller's or any Controlled Group Member's active or former employees, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9directors or consultants (or their beneficiaries) of the Code. It Business, (ii) to which Seller or any Controlled Group Member is understood and agreed that Buyer is not assuming a party or by which any Employee Plans Controlled Group Member (or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are rights, properties or could be subjectassets thereof) is bound in respect of the Business, directly or indirectly, to any liability or lien by reason of any action or inaction taken (iii) with respect to which Seller or any Employee Plan maintained by the Seller. The Controlled Group Member has made any payments, contributions or commitments or may otherwise have any liability (whether or not Seller has no liability or such Controlled Group Member still maintains such Benefit Plan) in respect of post-retirement health and medical benefits for retired the Business. Each Benefit Plan of Seller that is applicable to employees of the Business located at the Processing Plant or the Feed Mill/Hatchery is listed on Schedule 3.18 (each such Plan is hereinafter referred to as a "Seller or Benefit Plan"). Seller has delivered to Purchaser copies of each such Seller Benefit Plan and, to the extent applicable, any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value summary plan descriptions and summary of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) material modification and a copy of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of most recent determination letter issued by the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction IRS with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not writtenSeller Benefit Plan intended to be qualified under section 401(a) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. The Except as described in Schedule 5.1.12, Seller has provided and/or identified on Schedule 4.16 no bonus, pension, profit sharing, or retirement income, stock purchase, stock option, hospitalization insurance or similar agreements, plans or practices, formal or informal, covering any of the employees employed in the Business, or under which Seller has any present or future obligation or liability or under which any current or former employee of Seller has any present or future rights to benefits ("Employee Plans"). With respect to each "Employee Plan which is an employee pension benefit plan," , as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV 3.2 of ERISA, and no Employee Plan is maintained in connection with any trust described in intended to be qualified within the meaning of Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithCode (a "Pension Plan"), a copy of the latest available summary plan description, determination letter, and that Form 5500 for the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansmost recent plan year have been made available to Purchaser. Each Pension Plan has been determined by the Internal Revenue Service to be qualified. Each Employee Plan has been maintained operated and administered in compliance accordance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, of ERISA and the Code, which are applicable to such Plan. No assets Employee Plan or any trustee or administrator thereof has engaged in a "prohibited transaction" (as defined in Section 406 of ERISA or in Section 4975 of the Seller are Code) which would subject Seller, any Employee Plan, any trust created thereunder, any trustee or could be subjectadministrator thereof, directly or indirectly, to any liability or lien by reason of any action or inaction taken party dealing with respect to any Employee Plan maintained to the liability set forth in Section 409(a) of ERISA or to the tax or penalty on prohibited transactions imposed by the Seller. The Seller has no liability in respect Section 502 of post-retirement health and medical benefits for retired employees of the Seller ERISA or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 4975 of the Code). The Seller is not and has reserved its right never been a party to amend a Multi-Employer Plan and has no current or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are due "group health planswithdrawal liability" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planMulti-Employer Plan. There has been Purchaser is not assuming any liability of Seller to any of Seller's employees or by reason of any Employee Plans. Seller is not a party to any collective bargaining agreements or other labor union or similar agreements, and Seller is not the subject of or threatened by any strike or other labor disturbance by any group of employees, and no amendment toattempt or plan to organize Seller's employees is threatened or contemplated. Except as disclosed in Schedule 5.1.9, written interpretation or announcement (whether or not written) by there are no claims, nor, to the best knowledge of Seller or Shareholders, has any affiliate relating toevent occurred which could be the basis for any claim under workmen's compensation, occupational safety and health, ERISA or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datesimilar laws and regulations.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Except for plans maintained by OSI and for plans specified DISCLOSURE SCHEDULE ITEM 3.13, none of Seller, the Partnership or any Partnership Subsidiary maintains any "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by any of Seller, the Seller Partnership or any affiliate (as defined in Section 407(d)(7) of ERISA) Partnership Subsidiary and covers any employee or former employee of any of Seller, the Seller Partnership or any affiliate Partnership Subsidiary or under which any of Seller, the Seller Partnership or any affiliate Partnership Subsidiary has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code, which are applicable to such Plan. No assets of any of Seller, the Seller Partnership or any Partnership Subsidiary are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by any of Seller, the Partnership or any Partnership Subsidiary. Seller. The Seller has , the Partnership and the Partnership Subsidiaries have no liability in respect of post-retirement health and medical benefits for retired employees of Seller, the Seller Partnership or any affiliatePartnership Subsidiary, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has Seller, the Partnership and each Partnership Subsidiary have reserved its their right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of Seller, the Seller Partnership or any Partnership Subsidiary under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that Seller, the Seller and Partnership or any affiliate Partnership Subsidiary have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by Seller, the Seller Partnership or any affiliate Partnership Subsidiary relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "All pension, profit-sharing, bonus, incentive, welfare, or other employee benefit plan," as defined in Section plans within the meaning of section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (hereinafter referred to as "ERISA"), in which the employees of the Corporation participate (i) is subject to such plans and related trusts, insurance, and annuity contracts, funding media, and related agreements and arrangements, other than any provision "multiemployer plan" (within the meaning of ERISA and section 3 (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(737) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are being hereinafter referred to collectively herein as the "Employee Benefit Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9such multiemployer plans being hereinafter referred to as the "Multiemployer Plans") of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance comply in all material respects with all requirements imposed thereunderof the Department of Labor and the Internal Revenue Service promulgated under ERISA and with all other applicable laws and the Corporation does not have liability in excess of $100,000 for any failure to comply with such laws. The Corporation has not taken or failed to take any action with respect to either the Benefit Plans or the Multiemployer Plans which might create any liability on the part of the Corporation; no Benefit Plan which is a "defined benefit plan" (within the meaning of Section 3 (35) of ERISA) (hereinafter referred to as the "Defined Benefit Plans") or Multiemployer Plan has incurred an "accumulated funding deficiency" (within the meaning of section 412(a) of the Internal Revenue Code of 1986, and under Parts 6 and 7 as amended [hereinafter referred to as the "Code"]), whether or not waived; no "reportable event" (within the meaning of Title I section 4043 of ERISA generally, so that the Seller and any affiliate have no (and will not incur anyERISA) loss, assessment, tax penalty or other sanction has occurred with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Defined Benefit Plan or any affiliate relating to, Multiemployer Plan; no "prohibited transaction" (within the meaning of section 406 of ERISA or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level section 4975 (c) of the expense incurred Code) has occurred with respect to any Benefit Plan or any Multiemployer Plan; and the excess of the aggregate present value of accrued benefits of the Defined Benefit Plans is not more than the aggregate value of the assets of such plans. Each "fiduciary" (within the meaning of section 3(21)(A) of ERISA) as to each Benefit Plan and as to each Multiemployer Plan has complied in all material respects with the requirements of ERISA and all other applicable law in respect thereof for the fiscal year ended immediately prior to the Closing Dateof each such Plan.

Employee Benefit Plans. The There are no Liens against the Acquired Assets under Section 412 of the Code or Sections 302 or 4068 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Neither Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3nor any corporation, trade, business or other entity under common control with Seller, within the meaning of Sections 414(b), (c), (m) or (o) of the Code (an “ERISA which Affiliate”) currently or has ever maintained, contributed to, been required to contribute to, or has had any liability (contingent or otherwise) with respect to, any plan that (i) is subject to any provision Title IV of ERISA and or Section 302 of ERISA or Section 412 of the Code, (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "“multiemployer plan," ” as defined in Section 3(37) of ERISA, or (iii) is a "defined benefit “multiple employer plan," ” as defined in Section 3(353(40) and subject to Title IV of ERISA, and no Employee Plan (iv) is maintained in connection with any trust described a “voluntary employees’ beneficiary association,” as defined in Section 501(c)(9) of the Code, or (v) is a “multiple employer welfare arrangement,” as defined in Section 3(40) of ERISA. It Neither the Seller, nor any subsidiary or any ERISA Affiliate is understood and agreed that Buyer is not assuming required to provide security to any Employee Plans Benefit Plan under Section 401(a)(29) of the Code. From and after Closing, except as accrued on the Final Closing Balance Sheet, Buyer will have no obligation to contribute to, or liabilities associated therewithany liability in respect of, and that any Employee Benefit Plan (as such term is defined below) sponsored or maintained by Seller or any ERISA Affiliate, or to which the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansany ERISA Affiliate was obligated to contribute. Each Employee Benefit Plan has been maintained established, maintained, operated and administered in compliance all respects in accordance with its terms and any related agreements, and with the requirements prescribed by any Code, ERISA and all statutesapplicable Laws. The Seller, orderseach subsidiary and each ERISA Affiliate has performed and complied in all respects with their obligations under, rules or with respect to, each Employee Benefit Plan and regulationsneither the Seller or any subsidiary or any ERISA Affiliate has incurred, including and no fact exists, that would be expected to result in any liability (including, but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken tax liability) with respect to any Employee Benefit Plan. No Employee Benefit Plan maintained that is a “welfare benefit plan,” as defined in Section 3(1) of ERISA provides post-employment benefits to any person and all Employee Benefit Plans that are “welfare benefit plans” are fully insured. All contributions and other payments required to be made to or by each Employee Benefit Plan under the Sellerterms of that Employee Benefit Plan, ERISA, the Code or any other applicable Law have been completely and timely made, and all such contributions made have been and are fully deductible under the Code or other applicable Law and no such contributions or deductions have been challenged or disallowed by any Governmental Authority. The Seller has no liability execution of, and performance of the transactions contemplated by, this Agreement will not either alone or in connection with any other event(s) result in any payment or funding becoming due, increase the amount of compensation or benefits payable, or accelerate the vesting of any benefit or the time of any payment, to or in respect of post-retirement health and medical benefits for retired employees any current or former employee, director, officer, or independent contractor of the Seller or any affiliate, determined using assumptions that are reasonable of its subsidiaries or ERISA Affiliates or result in any “parachute payment,” within the aggregate, over the fair market value meaning of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 280G of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller (a) Except as has provided and/or identified on Schedule 4.16 not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each "employee benefit plan," as defined of the Company Benefit Plans has been operated and administered in compliance with applicable Laws, (ii) all contributions or other amounts payable by the Company or the Company Subsidiaries pursuant to each Company Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with GAAP or applicable international accounting standards, (iii) neither the Company nor any of its Subsidiaries has engaged in a transaction in connection with which the Company or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 3(3409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (iv) there are no pending, or to the knowledge of the Company, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto, (v) each Company Benefit Plan, if any, which is maintained outside of the United States that is intended to qualify for special tax treatment meets all requirements for such treatment, and that is intended to be funded and/or book-reserved is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, (ivi) none of the Company, any Company Subsidiary or any of their respective ERISA Affiliates (A) contributes to or is subject obligated to any provision of ERISA and contribute to, or within the six (ii6) is years preceding the date hereof contributed to, or was at any time during the last 5 years maintainedobligated to contribute to, administered or contributed to by the Seller or any affiliate a “multiemployer pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as such term is defined in Section 3(37) of ERISA) (each, a “Multiemployer Plan”) or a "defined benefit plan," as defined plan that has two or more contributing sponsors at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA or (B) has, within the preceding six (6) years, withdrawn in a complete or partial withdrawal from any Multiemployer Plan or incurred any liability under Section 3(354202 of ERISA and (vii) and subject each of the Company Benefit Plans intended to Title IV be “qualified” within the meaning of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans Code has received a favorable determination letter or liabilities associated therewithopinion letter as to its qualification, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which there are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller existing circumstances or any affiliate, determined using assumptions events that are reasonable in have occurred that would reasonably be expected to adversely affect the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms qualified status of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. The Seller has provided and/or identified on Except as set forth in Schedule 4.16 each 2.21, Sellers have not at any time maintained or been a party to or made contributions to any of the following: (i) any "employee pension benefit plan," as defined in Section 3(3) of ERISA which (i) such term is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA; or (ii) any "employee welfare benefit plan," as such term is defined in Section 3(l) of ERISA, includingwhether written or oral, or (iii) any multi-employer plan as such term is defined in Section 3(37) of ERISA or any multiple employer pension or welfare benefit plan. All employee benefit plans maintained by any Seller or to which any Seller is obligated to contribute, are, and have in the past been, in all material respects maintained, funded and administered in compliance with ERISA and other applicable laws. Neither any Seller nor any employee benefit plan maintained by any Seller within the meaning of Section 3(3) of ERISA is or has been in violation of the provisions of ERISA or Internal Revenue Code of 1996, as amended (including the regulations and published interpretations thereunder, collectively, the "Code"). All contributions to all plans required to be made and all reports, statements and other documents required to be given to the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, or to participants and beneficiaries, or any of them, under ERISA or the Code, have been made or given by Sellers in a timely manner, including without limitationlimitation all so-called "COBRA" medical continuation notices, all 5500 annual reports (except as stated in Schedule 2.1), and all so-called "top-hat" letter notices to the DOL relating to any and all deferred compensation agreements and other compensation programs, even if maintained for only one employee. No Seller has ever maintained a defined benefit plan or a multi-employer defined benefit plan. None of the Sellers, or to the best knowledge of Sellers and the Owner, any plan fiduciary, has engaged in any "multiemployer planprohibited 15 16 transaction," as defined in Section 3(37) 406 of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) 4975 of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Code with respect to any Employee Plan maintained by the Selleremployee benefit plan of Sellers. The Seller has no liability in respect of post-retirement health A true and medical benefits for retired employees correct copy of the Seller or any affiliateplans and arrangements listed on Schedule 2.21, determined using assumptions that are reasonable as in effect on the aggregatedate hereof, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect supplied to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DatePurchaser.

Employee Benefit Plans. The Seller has provided and/or identified on Attached hereto as Schedule 4.16 each "6.21 is a list of all employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA plans, all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate all multi-employer welfare arrangements (as defined in Section 407(d)(7) of ERISASections 3(3), (1), (2), (37) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would(40), individually or collectivelyrespectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, copies of which have been made available to Genesis , which are currently maintained and/or sponsored by Company or any of its Subsidiaries, or to which Company or any of its Subsidiaries currently contribute, or have an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation agreements), together with copies of any trusts related thereto and a classification of employees covered thereby (collectively, the "multiemployer plan," as defined in Section 3(37) of ERISA, or a Plans"defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) ). Schedule 6.21 sets forth all of the CodePlans that have been terminated within the past three years. It is understood and agreed that Buyer is not assuming any Employee All Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating are in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable laws, and in all material respects have been administered, operated and managed in accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Parts 6 Section 401(a) of the Code, have been determined by the Internal Revenue Service to be so qualified, and 7 copies of Title I the current plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of ERISA generallySchedule 4.21. To the extent that any Qualified Plans have not been amended to comply with applicable law, so that the Seller and any affiliate have no (remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not incur anyexpire within 120 days after the Effective Time. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) losshave been timely filed or distributed. None of: (i) any Stockholder; (ii) any Plan; (iii) Company; or (iv) any Subsidiary have engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, assessmentas defined in Section 412(a) of the Code and Section 302(1) of ERISA; and neither Company nor any Subsidiary currently has (nor at the Effective Time will have) any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability), tax penalty or other sanction to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and none of Company, any Subsidiary or any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently have (or at the Effective Time will have) any obligation whatsoever to contribute to any "multi-employer pension plan. There " (as defined in ERISA Section 4001(a)(14)), nor has been no amendment to, written interpretation or announcement any withdrawal liability whatsoever (whether or not writtenyet assessed) by the Seller arising under or any affiliate relating capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or change in employee participation or coverage under, 4205 thereof) been incurred by any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.Plan. Further:

Employee Benefit Plans. The Seller Company shall, and shall cause each of its Subsidiaries to, (a) fund all of its Employee Benefit Plans in a manner that will satisfy the minimum funding standards of Section 302 of ERISA (unless failure to do the same would not have a Material Adverse Effect) and will promptly satisfy any accumulated funding deficiency that arises under Section 302 of ERISA, as in effect prior to amendment by the Pension Protection Act of 2006, or unpaid minimum required contribution that arises under Section 302 of ERISA, as in effect on and after amendment by the Pension Protection Act of 2006, (b) furnish the Administrative Agent, promptly after the filing of the same, with copies of all reports (with all attachments thereto) required, by statute, regulation, administrative consent or order or similar written understanding, to be filed with the United States Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or the Internal Revenue Service (“IRS”) with respect to all Employee Benefit Plan(s) to the extent such reports contain information pertaining to events or conditions which would be, or otherwise are, reasonably likely to have a Material Adverse Effect, or reports which any such party, or any member of a Controlled Group of which the Company or any of its Subsidiaries has provided and/or identified on Schedule 4.16 each "employee benefit plan," Knowledge (with respect to any assertions of termination liability under Title IV of ERISA or, withdrawal liability, as defined in Section 3(3) ERISA), may receive from the United States Department of ERISA which (i) is subject Labor, the IRS or the PBGC, with respect to any provision of ERISA such Employee Benefit Plan(s), and (iic) is or was at promptly advise the Administrative Agent of the occurrence of any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate Reportable Event (as defined in Section 407(d)(7) 4043 of ERISA) and covers any employee or former employee which requires the giving of notice to the Seller PBGC or any affiliate or under Prohibited Transaction, of which the Seller Company or any affiliate of its Subsidiaries has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldKnowledge, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planEmployee Benefit Plan(s) and the action which such party proposes to take with respect thereto. There has been no amendment toThe Company and each of its Subsidiaries will make all contributions when due with respect to any multi-employer pension plan in which it participates and will promptly advise the Administrative Agent (i) upon its receipt of notice of the assertion against such party of a claim for withdrawal liability, written interpretation or announcement (whether or not writtenii) by upon the Seller Company’s Knowledge of the occurrence of any event which would trigger the assertion of a claim for withdrawal liability against the Company or any affiliate relating toof its Subsidiaries, or change in employee participation or coverage under, any Employee Plan which would increase (iii) upon the expense of maintaining such Employee Plan above the level Company’s Knowledge of the expense incurred in respect thereof for the fiscal year ended immediately prior occurrence of any event which, to the Closing Datebest of the Company’s Knowledge, would, after the date hereof, place the Company or any of its Subsidiaries in a Controlled Group (other than as shown on Schedule 4.11(c) hereto) as a result of which any member (including such party) thereof may be subject to a claim for withdrawal liability, whether liquidated or contingent.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 4.21 sets forth a complete list of each "material “employee benefit plan," ” as defined in Section 3(3) of ERISA which 3 (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(23) of ERISA, includingand any plan, without limitationpractice, arrangement, guideline (formal or informal) or policy (including a "multiemployer written description of any unwritten plan," , practice, arrangement or policy) providing for severance, equity compensation, bonuses, profit-sharing, incentive or deferred compensation, vacation or other paid-time-off, welfare benefits (health, dental, vision, life, and disability), sick pay, pension or retirement benefits, fringe benefits or perquisites, in each case which covers any current or Business Employee or as defined in to which the Acquired Company or any of the Acquired Subsidiaries has or may have any material liability, contingent or otherwise (each an “Employee Plan”). Other than the QEP Midstream Partners, LP 2013 Long-Term Incentive Plan and any outstanding awards thereunder (the “QEP Midstream LTIP”), all Employee Plans are sponsored, administered and maintained by Parent or Seller, and neither the Acquired Company nor any of the Acquired Subsidiaries sponsors, maintains, administers, contributes to or is required to contribute to any Employee Plan. Seller has made available to Purchaser true and complete copies of each Employee Plan listed on Schedule 4.21, together with any summary plan descriptions with respect thereto, as applicable. Each Employee Plan which is intended to be qualified under Section 3(37401(a) of ERISAthe Code has received a favorable determination letter, or a "defined benefit plan," has pending or is within the remedial amendment period in which to file, an application for such determination from the Internal Revenue Service and, to the knowledge of Seller, there are no facts or circumstances that if uncorrected could reasonably be expected to result in disqualification of an Employee Plan. Except as defined could not result in Section 3(35) liability to the Acquired Company or any Acquired Subsidiary, the Employee Plans have been established, maintained and administered in all material respects in accordance with their respective terms and all applicable Laws and there are no material actions, suits or claims pending or, to Seller’s knowledge, threatened or reasonably anticipated against, or with respect to, any of the Employee Plans. Other than the QEP Resources, Inc. Retirement Plan (the “QEP Pension Plan”), neither Parent nor any other ERISA Affiliate of the Acquired Company or any of the Acquired Subsidiaries sponsors, maintains, administers, contributes to or is required to contribute to any plan subject to Title IV of ERISA, and no Employee Plan is maintained in connection with ERISA or any trust described in “multiemployer plan” within the meaning of Section 501(c)(93(37) or 4001(a)(3) of ERISA for which the CodeAcquired Company or any Acquired Subsidiary could have any liability. It is understood and agreed The Pension Benefit Guaranty Corporation has not instituted proceedings to terminate the QEP Pension Plan and, to the Seller’s knowledge, no condition exists that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating could reasonably be expected to result in such Employee Plansproceedings being instituted. Each Employee The Seller Deferred Compensation Plan has been maintained in compliance complies with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets Section 409A of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Code in form and operation with respect to any Employee all Deferred Compensation Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateParticipants.

Employee Benefit Plans. The Seller 4.20.1 ONB has provided and/or identified on Schedule 4.16 previously made available to CVB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which ONB or any member of the same controlled group of corporations, trades or businesses as ONB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) ONB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of ONB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute ONB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and ERISA that would subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller ONB or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose its ERISA Affiliates to a material amount of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made, other than the requirement to make amendments for which the regulatory remedial amendment period has not expired. As disclosed in a list furnished by ONB to CVB of all of ONB's Employee Plans, (the "ONB Employee Plan List"), all Employee Plans were in effect for substantially all of 1998, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or material increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. The Seller has provided and/or identified on (a) Section 3.11(a) of the Disclosure Schedule 4.16 each "sets forth a complete list of all “employee benefit plan," plans” (as that term is defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) as well as any bonus, stock option, equity compensation and deferred compensation plan, program or arrangement, under which any of the Target Companies have any present or future obligations or liability, or with respect to which any Target Company would reasonably expect to have any obligation or liability, on behalf of any current or former employee of any of the Target Companies or the dependents or beneficiaries of such employees (iall of the foregoing being referred to in this Agreement as the “Company Benefit Plans”). (b) is subject to any provision Except as set forth on Section 3.11(b) of the Disclosure Schedule, each Company Benefit Plan has been operated and administered in compliance in all material respects with its terms, ERISA and (ii) is the Code. Neither the Target Companies nor, to the Seller’s Knowledge, any other “disqualified person” or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate “party in interest” (as defined in Section 407(d)(74975 of the Code and Section 3(14) of ERISA, respectively) and covers with respect to a Company Benefit Plan has engaged in a prohibited transaction that could subject any employee or former employee of the Seller Target Companies to a Tax or penalty imposed under Section 4975 of the Code or Sections 502(i), (j) or (l) of ERISA. (c) No Target Company has any obligations or liabilities (contingent or otherwise) with respect to a multiemployer plan within the meaning of §3(37) of ERISA. No Target Company or any affiliate of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material liability under which the Seller Title I or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None Title IV of ERISA or related provisions of the Employee Plans would, individually Code or collectively, constitute an "applicable local Law relating to employee pension benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any benefit plan" ; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. With respect to each Company Benefit Plan (i) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(23(40) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37); (ii) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and no Employee Company Benefit Plan is maintained in connection with any trust described in has failed to satisfy the minimum funding standards of Section 501(c)(9) 302 of ERISA or Section 412 of the Code. It is understood ; and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating (iii) no “reportable event,” as defined in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) 4043 of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction occurred with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not writtend) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level None of the expense incurred in respect thereof Target Companies has any obligation to provide health benefits to any employee following termination of employment, except continuation coverage required under Section 4980B of the Code (or equivalent state Law). Other than as required under Section 601 et. seq. of ERISA or other applicable Law, no Company Benefit Plan provides post-termination or retiree welfare benefits to any individual for the fiscal year ended immediately prior any reason, and neither any Target Company nor any of its ERISA Affiliates has any liability to the Closing Date.provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) DISCLOSURE SCHEDULE contains a true, correct and complete list of ERISA which (i) is subject all pension, profit sharing, retirement, deferred compensation, welfare, insurance disability, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material personnel policy, whether reduced to writing or not, relating to any provision of ERISA persons employed by Seller and (ii) is or was maintained at any time during the last 5 years maintained, administered or contributed to by the Seller or the General Partner or by any affiliate other member (hereinafter, "AFFILIATE") of a controlled group of corporations, group of trades or businesses under common control or affiliated service group that includes Seller or the General Partner (as defined in for purposes of Section 407(d)(7414(b), (c) and (m) of ERISAthe Code) (collectively, the "PLANS"). Seller has made available to Purchaser true, correct and covers complete copies of all Plans that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and true, correct, and complete written summaries of those that have not been reduced to writing. Except as set forth on the DISCLOSURE SCHEDULE, neither Seller nor the General Partner nor any Affiliate has any obligation or other employee or former employee of benefit plan liability under applicable law; nor has Seller, the Seller General Partner or any affiliate or under which the Seller or Affiliate ever been obligated to contribute to any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer multi-employer plan," as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither Seller nor the General Partner nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and there has been no event or circumstance which would cause them to incur any such liability. Neither Seller nor the General Partner nor any Affiliate has ever maintained a Plan providing health or life insurance benefits to former employees. No Plan previously maintained by Seller, the General Partner or any Affiliate that was subject to ERISA has been terminated; no proceedings to terminate any such Plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of said Subtitle C has occurred with respect to any such Plan, and no liability to the Pension Benefit Guaranty Corporation has been incurred. For each Plan, Seller, the General Partner and every Affiliate are, in all material respects, in compliance with all requirements prescribed by all statutes, regulations, orders, or rules currently in effect, and they have in all material respects performed all obligations required to be performed by them. Neither Seller nor the General Partner nor any Affiliate, nor any of their Partners, directors, officers, employees, or agents, nor any trustee or administrator of any trust created under the Plans, have engaged in or been a party to any "defined benefit plan,prohibited transaction" as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B 4975 of the Code and Section 607(l406 of ERISA that could subject AMT or Purchaser or their affiliates, directors, or employees or the Plans or the trusts relating thereto or any party dealing with any of the Plans or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Each Plan intended to qualify under Section 401(a) of ERISA, there the Code has been timely compliance in all material respects with all requirements imposed thereunderdetermined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Parts 6 Section 501(a) of the Code; copies of all determination letters have been delivered to Purchaser; and 7 nothing has occurred since the date of Title I such determination letters that might cause the loss of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty such qualification or other sanction with respect to any such planexemption. There has been are no amendment toqualified profit sharing or stock bonus plans, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof all employer contributions accrued for the fiscal year ended immediately plan years ending prior to the Closing DateDate under the Plan terms and applicable law have been made. Except as set forth on the DISCLOSURE SCHEDULE, all of the liabilities with respect to all of the Plans are accurately reflected in the Financial Statements or incurred thereafter only in the ordinary course of Seller's business, none of which are material.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "(a) Excepx xx xxx xxxxh in the Disclosure Schedule, with respect to the employee benefit plan," plans, as defined in Section 3(3) of ERISA ERISA, sponsored or otherwise maintained by FIC or any of the FIC Subsidiaries, whether written or oral, in which FIC or any of the FIC Subsidiaries participates as a participating employer; to which FIC or any of the FIC Subsidiaries contributes and including any such plans which within the preceding six years have been terminated, merged into another plan of FIC or any of the FIC Subsidiaries, frozen or discontinued (collectively, "FIC Plans"): (i) is subject to any provision of ERISA all such FIC Plans have been, in all respects, maintained in compliance with the requirements prescribed by all applicable statutes, orders and (ii) is governmental rules or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAregulations, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAthe Code, and no Employee Plan is maintained in connection with any trust described in Treasury and Labor Regulations promulgated thereunder, (ii) all FIC Plans intended to constitute tax-qualified plans under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance have complied since their adoption in all material respects with all applicable requirements imposed of the Code and the Treasury Regulations promulgated thereunder, and have, except with respect to plan amendments for which the remedial amendment period under Parts 6 Code Section 401(b) has not yet elapsed, received favorable determination letters from the IRS, and 7 FIC is not aware of Title I any circumstances likely to result in revocation of any such favorable determination letter; (iii) each FIC Plan subject to ERISA or intended to be qualified under Section 401(a) of the Code has been and, if applicable, is being operated in all material respects in accordance with the applicable provisions of ERISA generallyand the Code and the Department of Treasury Regulations promulgated thereunder; (iv) except for the FIC common stock held by its trustee as an asset of the FIC 401k Plan, so that the Seller and no FIC Plan (or its related trust) holds any affiliate have no (and will not incur any) loss, assessment, tax penalty stock or other sanction securities of FIC or any related or affiliated person or entity; (v) FIC has not engaged in any transaction that may subject FIC, or any FIC Plan, to a civil penalty imposed by Section 502 of ERISA; (vi) no prohibited transaction (as defined in Section 406 of ERISA and as defined in Section 4975(c) of the Code) has occurred with respect to any such plan. There has been FIC Plan; (vi) to the knowledge of FIC, there are no amendment toactions, written interpretation suits, proceedings or announcement claims pending (whether other than routine claims for benefits) or not written) by the Seller or any affiliate relating tothreatened, or change in employee participation or coverage underagainst FIC, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for FIC Subsidiaries, any FIC Plan, any fiduciary of any FIC Plan or the fiscal year ended immediately prior to the Closing Dateassets of any FIC Plan.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," (a) Except as defined would not, individually or in Section 3(3) of ERISA which the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, (i) each of the Buyer Benefit Plans has been operated and administered in material compliance in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (ii) no Buyer Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiiii) is no Buyer Benefit Plan provides medical, health or was at any time during the last 5 years maintainedlife benefits (whether or not insured), administered with respect to current or contributed to former employees or directors of Buyer or its Subsidiaries beyond their retirement or other termination of service, other than under COBRA or comparable U.S. state law; (iv) no liability under Title IV of ERISA has been incurred by the Seller Buyer, its Subsidiaries or any affiliate of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Buyer, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (v) no Buyer Benefit Plan is a “multiemployer pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA, and no Employee ; (vi) all contributions or other amounts payable by Buyer or its Subsidiaries as of the Effective Time pursuant to each Buyer Benefit Plan is maintained in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP; (vii) neither Buyer nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Buyer or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that (viii) there are no pending, or to the Knowledge of Buyer, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Buyer is not assuming any Employee Benefit Plans or liabilities associated therewith, and any trusts related thereto that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating would result in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all a material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each 4.1(p) sets forth a true, correct and complete list of all "employee benefit plan,plans" as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (the "Benefit Plans") covering the employees of CCCI (the "Employees"). Each Benefit Plan is in compliance in all material respects with all applicable provisions of law, including ERISA which and the Code. There are no pending or, to the knowledge of CCCI or its subsidiaries, threatened claims against any Benefit Plan (iexcept for claims for benefits payable in the normal operation of the Benefit Plans) is subject that could give rise to any provision of ERISA material liability to CCCI or its subsidiaries. All material reports, notices and (ii) returns required to be filed with any governmental agency or provided to any person or entity with respect to the Benefit Plans have been timely filed. Each Benefit Plan that is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" plan (as defined in Section 3(2) of ERISA, including, without limitation, ) (a "multiemployer plan,Retirement Plan") and the related trusts have received a determination from the Internal Revenue Service that the Plan is qualified and exempt from federal income tax under Sections 401(a) and 501(a), respectively, of the Code. No person has engaged in a "prohibited transaction" with respect to any Retirement Plan (as that term is defined in Section 4975 of the Code and Section 406 of ERISA), which could subject CCCI to a penalty tax imposed by Section 4975 of the Code. All contributions required to be made to each Retirement Plan have been timely made and no plan has an "accumulated funding deficiency" within the meaning of Section 412 of the Code. No Retirement Plan subject to Title IV of ERISA has incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") other than for the payment of premiums, all of which have been paid when due. Other than as contemplated herein, no Retirement Plan subject to Title IV of ERISA has been terminated nor has there been any "reportable event" (as that term is defined in Section 4043 of ERISA and the regulations thereunder) that could present a material risk of termination of a Retirement Plan which termination could have a material adverse effect. Neither CCCI nor any of its subsidiaries contribute to any multi-employer pension or multi-employer welfare benefit plan (within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. (a) SCHEDULE 3.24 sets forth a list of every stock option, stock purchase, stock appreciation right, bonus, incentive, deferred or current compensation, excess benefits, profit sharing, pension, thrift, savings, retirement, severance, sickness, accident, medical, disability, hospitalization, vacation, insurance or other plan or agreement which provides benefits to or for or on behalf of any one or more employees of the ADCS Group or any ADCS Group Subsidiary (including former employees) or their beneficiaries (collectively, "ADCS Group Employee Benefit Plans"). The Seller ADCS Group has provided and/or identified made available to the ATMI Group true, correct and complete copies of all ADCS Group Employee Benefit Plans, as in effect on Schedule 4.16 each "the date of this Agreement, all written descriptions or summaries thereof, all trust agreements or other funding arrangements (including insurance or group annuity contracts) relating thereto, all amendments thereto and all determination letters issued by the Internal Revenue Service with respect to such ADCS Group Employee Benefit Plans. (b) No employee benefit plan," as defined in plan (within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) exists which covers or is maintained for the benefit of any of the employees of the ADCS Group or any ADCS Group Subsidiary or to which the ADCS Group or any ADCS Group Subsidiary or any Holder is required to make contributions on account of any employees of the ADCS Group or any ADCS Group Subsidiary. (ic) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the ADCS Group, threatened against any ADCS Group Employee Benefit Plan, nor, to the knowledge of the ADCS Group, does any basis therefor exist. Each ADCS Group Employee Benefit Plan is subject to any provision in compliance in all material respects with all applicable requirements of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) Code and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAtheir regulations, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood other applicable laws and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, regulations and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained administered in compliance all material respects in accordance with its terms and with applicable legal requirements. 24 25 (d) With respect to each ADCS Group Employee Benefit Plan, (i) the requirements prescribed ADCS Group and each ADCS Group Subsidiary have performed or caused to be performed all obligations required to be performed under such ADCS Group Employee Benefit Plan (including, but not limited to, the making when due of all contributions required by the terms of such plan, by law, or by any collective bargaining agreement, or otherwise); (ii) the ADCS Group and each ADCS Group Subsidiary have complied in timely fashion with the terms of each ADCS Group Employee Benefit Plan and with all statutes, ordersrequirements of all laws, rules and regulationsregulations (including, including but not limited to, ERISA and the Code, ) which are applicable to each ADCS Group Employee Benefit Plan and each ERISA Plan, including, but not limited to, (1) the filing when due of all required returns, reports and other documents, and (2) compliance with all rules concerning notifications and disclosures to participants and beneficiaries under each such Plan. No assets plan; (iii) neither the ADCS Group nor any ADCS Group Subsidiary has engaged in any "prohibited transaction" within the meaning of Section 4975 of the Seller are Code or Section 406 of ERISA nor has committed any breach of fiduciary responsibility under ERISA (or has any knowledge that any other person has engaged in any such prohibited transaction or committed any such breach) which could be subject, directly subject the ATMI Group and/or the Surviving Corporation to an excise tax or indirectly, to other liability under ERISA or the Code; and (iv) neither the ADCS Group nor any liability ADCS Group Subsidiary is in default under or lien by reason in violation of (and has no knowledge of any action default or inaction taken with respect to violation by any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(hperson of) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such ADCS Group Employee Benefit Plan. (e) Except as set forth on SCHEDULE 3.24, (i) no employee pension benefit plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under (as defined in Section 4980B of the Code and Section 607(l3(2)(A) of ERISA) which is sponsored by any member of the "controlled group" (as defined in Section 4001(a)(14) of ERISA) which includes the ADCS Group, any ADCS Group Subsidiary or any Holder (the "ADCS Controlled Group") has been terminated since September 2, 1974; (ii) no proceeding has been initiated to terminate any such employee pension benefit plan; (iii) there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 no "reportable event" (within the meaning of Title I Section 4043(c) of ERISA generally, so that the Seller and any affiliate have no (and will not incur anyERISA) loss, assessment, tax penalty or other sanction with respect to any such employee pension benefit plan. There , other than those with respect to which the requirement of thirty (30) days' notice, whether in advance of the event or following the event, to the Pension Benefit Guaranty Corporation ("PBGC") has been waived by regulation; (iv) no amendment excise or other taxes (or interest or penalties with respect thereto) are due or owing with respect to any such employee pension benefit plan because of any failure to comply with the minimum funding standards of ERISA or for failing to comply with any other applicable requirement under ERISA or the Code; (v) all contributions to any such employee pension benefit plan have been made within the time provided by law; (vi) at no time during the last five (5) years has the ADCS Group or any ADCS Group Subsidiary or any member of the ADCS Controlled Group been a party to, written interpretation or announcement been required to make any contribution to, a "Multiemployer Plan" (as defined in Section 3(37) of ERISA), nor has the ADCS Group or any ADCS Group Subsidiary or any member of the ADCS Controlled Group made a complete or partial withdrawal from a Multiemployer Plan as a result of which any withdrawal liability has been or will be incurred by any of them; (vii) neither the ADCS Group or any ADCS Group Subsidiary nor any member of the ADCS Controlled Group has incurred any liability to the PBGC other than for the payment of annual premiums (and no such premium payments are currently due and owing); and 25 26 (viii) neither the ADCS Group or any ADCS Group Subsidiary nor any member of the ADCS Controlled Group has entered into any transaction within the past five (5) years the purpose of which is to evade liability under Title IV of ERISA. (f) No ADCS Group Employee Benefit Plan (other than one which is an employee pension benefit plan within the meaning of Section 3(2)(A) of ERISA) provides benefits (including, without limitation, death, health or medical benefits, whether or not writteninsured) with respect to current or former employees of the ADCS Group or any ADCS Group Subsidiary beyond their retirement or other termination of service with the ADCS Group or any ADCS Group Subsidiary, other than (i) coverage mandated by applicable law, (ii) deferred compensation benefits which have been accrued as liabilities on the books of the ADCS Group or any ADCS Group Subsidiary, (iii) benefits the full cost of which is borne by the Seller current or former employees (or their beneficiaries), (iv) benefits which have already been satisfied in full or (v) death benefits under any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior pension plan to the Closing Dateextent set forth in Schedule 3.24 hereto. 3.25.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each With respect to all the employee benefit plans, programs and arrangements including, but not limited to, "employee benefit plan,plans" as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and including deferred compensation, stock option, stock purchase, stock appreciation right, stock based, incentive and bonus plans, severance plans, and any agreements providing retirement, medical or life insurance benefits, which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered are maintained or contributed to by the Seller Company for the benefit of any current or former employee, officer or director of the Company or any affiliate of its subsidiaries (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Company Benefit Plans." None of the Employee Plans would"), except as set forth on Schedule 3.09 and except as would not, individually or collectivelyin the aggregate, constitute an "have a Material Adverse Effect (a) with respect to each Company Benefit Plan and each management, employment, severance, consulting or similar agreement or contract between the Company and any current employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, (a "multiemployer plan," as defined in Section 3(37Company Employee Agreement"), the Company has made available to Parent (i) true and complete copies (or, to the extent no such copy exists, an accurate description) thereof, including any trust agreements and insurance contracts forming a part of ERISAany Company Benefit Plan and all amendments thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, or a "defined benefit plan," as defined in Section 3(35if any, prepared for each Company Benefit Plan; and (iii) the two most recent annual reports (Series 5500 and subject to Title IV of ERISAall schedules thereto), and no Employee Plan is maintained if any, required under ERISA in connection with each Company Benefit Plan or related trust; (b) each Company Benefit Plan and any related trust described in Section 501(c)(9intended to be qualified under Sections 401(a) and 501(a) of the United States Internal Revenue Code of 1986, as amended (the "Code. It is understood and agreed that Buyer "), which is not assuming any Employee Plans or liabilities associated therewithmaintained pursuant to a standardized prototype plan, has received a favorable determination letter from the Internal Revenue Service that it is so qualified, and nothing has occurred since the date of such letter that could reasonably be expected to affect the Seller shall retain all qualified status of such Employee Plans, including all obligations deriving directly Company Benefit Plan or indirectly from sponsoring or participating in such Employee Plans. Each Employee related trust; (c) each Company Benefit Plan has been established, maintained and operated in compliance accordance with its terms and the requirements prescribed by any of applicable law and all statutesrequired returns and filings for each Company Benefit Plan and all contributions thereto have been timely made; (d) neither the Company nor any of its subsidiaries nor any of their "ERISA Affiliates" has incurred any direct or indirect liability under, ordersarising out of or by operation of Title I or Title IV of ERISA, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to in connection with any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Company Benefit Plan or other benefit arrangement providing health retirement plan or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunderarrangement, and under Parts 6 and 7 of Title I of ERISA generally, so no fact or event exists that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect could reasonably be expected to give rise to any such plan. There has been no amendment to, written interpretation or announcement liability; (whether or e) the Company and its subsidiaries and their ERISA Affiliates and the Company Benefit Plans have not written) by the Seller or incurred any affiliate relating to, or change in employee participation or coverage liability under, any Employee Plan which would increase and have complied in all respects with, the expense of maintaining such Employee Plan above the level provisions of the expense incurred in respect thereof for Consolidated Omnibus Budget Reconciliation Act of 1985, the fiscal year ended immediately prior to the Closing Date.Worker Adjustment Retraining Notification

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "All material employee benefit plan,plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by the Company or any of the Subsidiaries (collectively, the "Plans") and any related trusts and funding vehicles are in compliance with, and have been administered and operated in accordance with, the terms of such Plans, related trusts and funding vehicles and applicable law, except for any failure to so comply, operate or administer such Plans and related trusts and funding vehicles that would not, individually or in the aggregate, have a Material Adverse Effect. The Internal Revenue Service has issued a determination letter to the effect that each such Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified and that its related trust is tax exempt under Section 501(a) of the Code. No event which constitutes a "reportable event" as defined in Section 3(3) 4043 of ERISA has occurred and is continuing with respect to any Plan subject to Title IV of ERISA which (i) presents a material risk of the termination or partial termination of any such Plan or would, individually or in the aggregate, have a Material Adverse Effect. At any time in the past six years, no Plan and no plan maintained by an ERISA Affiliate that is subject to any provision Title IV of ERISA has been terminated pursuant to Title IV of ERISA in connection with which any liability has been incurred by the Company or any Subsidiary which has not been satisfied in full. Full payment has been made, or provision has been made therefor, of all material amounts which the Company or any of the Subsidiaries were required under the terms of the Plans or applicable law to have paid as contributions to such Plans on or prior to the date hereof and (ii) is or was at any time during the last 5 past six years maintainedno Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), administered whether or not waived. Neither the Company nor any of the Subsidiaries has engaged in any nonexempt prohibited transactions in connection with any Plan (or its related trust or funding vehicle) with respect to which the Company, any of the Subsidiaries, or any officer, director or employee of the Company or any of the Subsidiaries would be subject to either a penalty pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code nor, to the knowledge of the Company, will the consummation of the transactions contemplated by this Agreement constitute such a transaction which penalty or tax would, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any of its Subsidiaries, has incurred any liability under the fiduciary provisions of ERISA, other than any liability that would not individually, or in the aggregate, have a Material Adverse Effect. At any time in the past six years, no claim, action or litigation has been made, commenced or, to the knowledge of the Company, threatened with respect to any Plan or its related trust or funding vehicle that would, if adversely determined, have (individually or in the aggregate) a Material Adverse Effect. Neither the Company nor any entity under "common control" with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an "ERISA Affiliate") has participated in or contributed to by any multiemployer plan as defined in Section 3(37) of ERISA at any time during the Seller or past six years, and none of the Company nor any affiliate ERISA Affiliate has incurred any "withdrawal liability" (as defined in Section 407(d)(7) Part I of Subtitle E of Title IV of ERISA) and covers at any employee or former employee of time in the Seller or any affiliate or under which the Seller or any affiliate past six years that has any liabilitynot been satisfied in full. Such plans are referred With respect to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "each employee pension benefit plan" plan (as defined in Section 3(2) of ERISA, including, without limitation, ) which is a "defined benefit plan and is not a multiemployer plan,, the assets of such Plan available to meet the accrued liabilities of such Plan would exceed such liabilities, based on the actuarial assumptions used for plan termination. There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability of the Company or any of its Subsidiaries following the Closing that would, individually or in the aggregate, have a Material Adverse Effect. "Controlled Group Liability" as defined in Section 3(37means any and all liabilities (i) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) 4971 of the CodeCode and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, of ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and or the requirements of Section 607(l) 701 et.seq. of ERISA, there has been timely compliance other than such liabilities that, in all material respects with all requirements imposed thereundereach case, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating toarise solely out of, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior relate solely to the Closing DatePlans.

Employee Benefit Plans. The Seller has provided and/or identified (a) Set forth on Schedule 4.16 4.17(a) is an accurate and complete list of each "employee benefit plan," as defined in Section 3(3) Employee Benefit Plan maintained within any jurisdiction of ERISA which the United States. With respect to such U.S.-based Employee Benefit Plans: (i) each Employee Benefit Plan is subject to any provision of ERISA in compliance with applicable Law and has been administered and operated in all respects in accordance with its terms; (ii) each Employee Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has been maintained pursuant to a prototype plan document which has received a favorable determination letter from the Internal Revenue Service; (iii) no Employee Benefit Plan is covered by Title IV of ERISA or was at subject to Section 412 of the Code or Section 302 of ERISA; (iv) no Employee Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA; (v) the Company nor, to the Knowledge of the Company, any time during the last 5 years maintained, administered other “disqualified person” or contributed to by the Seller or any affiliate “party in interest” (as defined in Section 407(d)(74975(e)(2) of ERISA) the Code and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(23(14) of ERISA, including, without limitation, a "multiemployer plan," as defined respectively) has engaged in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained any transactions in connection with any trust described Employee Benefit Plan that would result in the imposition of a penalty pursuant to Section 501(c)(9) 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code. It is understood and agreed that Buyer is not assuming any ; (vi) no Employee Plans Benefit Plan provides for post-employment or liabilities associated therewithretiree welfare benefits, and that except to the Seller shall retain all such Employee Plans, including all obligations deriving directly extent required by Part 6 of Subtitle B of Title I of ERISA or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and Section 4980B of the Code; (vii) all contributions required to be made to each Employee Benefit Plan have been timely made; and (viii) no claim, which are applicable action or litigation is pending or, to such Plan. No assets the Knowledge of the Seller are or could be subjectCompany, directly or indirectly, to any liability or lien by reason of any action or inaction taken threatened with respect to any Employee Benefit Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical (other than routine claims for benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable payable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunderordinary course, and under Parts 6 and 7 appeals of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan claims which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.were

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee All benefit plan," as defined in Section 3(3) and compensation plans, contracts, policies or arrangements covering current or former employees of ERISA which the Company and the Subsidiaries (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA“Employees”) and covers any employee current or former employee directors or managers of the Seller or any affiliate or under which Company and the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISASubsidiaries, including, without limitation, a "multiemployer plan," as defined in “employee benefit plans” within the meaning of Section 3(373(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), employment agreements, severance agreements and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the “Benefit Plans”), are listed on Schedule 4.25 of this Agreement. True and complete copies of all Benefit Plans listed on Schedule 4.25 of this Agreement, including, without limitation, any trust instruments and insurance contracts forming a part of any Benefit Plans, and all amendments thereto have been provided or a "defined made available to the Contributor. All Benefit Plans covering Employees which are subject to ERISA (the “ERISA Plans”) are in substantial compliance with ERISA and other applicable law. Each ERISA Plan which is an “employee pension benefit plan," ” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS, and the Company is not aware of any circumstances likely to result in revocation of any such favorable determination letter or the loss of the qualification of such plan under Section 401(a) of the Code. Neither the Company nor any Subsidiary has engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as defined of the date hereof, could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in Section 3(35) and an amount which would be material. Neither the Company nor any Subsidiary has ever contributed to any Benefit Plan which is subject to Title IV of ERISA or Section 412 of the Code or which is a “multiemployer plan,” as defined of Section 4001(a)(3) of ERISA, and no Employee Plan is maintained in connection with neither the Company nor any trust described in Subsidiary has incurred any liability under Title IV of ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming Neither the Company nor any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all Subsidiary has any obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement for retiree health and medical life benefits for retired employees under any ERISA Plan, except as set forth on Schedule 4.25 of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planthis Agreement. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Company or any affiliate Subsidiary relating to, or change in employee participation or coverage under, any Employee Benefit Plan which would increase materially the expense of maintaining such Employee Plan plan above the level of the expense incurred in respect thereof therefor for the most recent fiscal year ended immediately prior year. Neither the execution of this Agreement or any other Transaction-Related Agreement nor the consummation of the transactions contemplated hereby or thereby will (v) entitle any employees of the Company or any Subsidiary to severance pay or any increase in severance pay upon any termination of employment after the Closing Datedate hereof, (w) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Benefit Plans, (x) limit or restrict the right of it to merge, amend or terminate any of the Benefit Plans or (y) result in the payment of any amount under a Benefit Plan that would constitute an “excess parachute payment,” as defined in Section 280G of the Code.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "All employee benefit plan," as defined plans and other benefit arrangements covering employees of USPI and the USPI Subsidiaries (the "USPI Benefit Plans") are listed in Section 3(3) the USPI Disclosure Letter, except USPI Benefit Plans which are not material. True and complete copies of ERISA which (i) is subject the USPI Benefit Plans have been made available to any provision OPC. To the extent applicable, the USPI Benefit Plans comply, in all material respects, with the requirements of ERISA and (iithe Code, and any USPI Benefit Plan intended to be qualified under Section 401(a) is or was at any time during of the last 5 years maintained, administered or contributed to Code has been determined by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilityIRS to be so qualified. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to No USPI Benefit Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming No USPI Benefit Plan nor USPI has incurred any Employee Plans liability or liabilities associated therewith, and that penalty under Section 4975 of the Seller shall retain all such Employee Plans, including all obligations deriving directly Code or indirectly from sponsoring or participating in such Employee PlansSection 502(i) of ERISA. Each Employee USPI Benefit Plan has been maintained and administered in all material respects in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, with ERISA and the Code, which are Code to the extent applicable to such Planthereto. No assets To the actual knowledge of the Seller executive officers of USPI, there are no pending or could be subjectanticipated claims against or otherwise involving any of the USPI Benefit Plans, directly or indirectlyand no suit, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical other litigation (excluding claims for benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable incurred in the aggregate, over the fair market value ordinary course of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(hUSPI Benefit Plan activities) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty brought against or other sanction with respect to any such planUSPI Benefit Plan. There All material contributions required to be made as of the date hereof to the USPI Benefit Plans have been made or provided for. Since September 25, 1980, neither USPI nor any entity under "common control" with USPI within the meaning of ERISA Section 4001 has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating contributed to, or change in employee participation or coverage underbeen required to contribute to, any Employee Plan "multi-employer plan" (as defined in Sections 3(37) and 4001(a)(3) of ERISA). Except as required by law, USPI does not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment, and USPI has never represented, promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would increase the expense of maintaining such Employee Plan above the level be provided. The execution of, and performance of the expense incurred transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any benefit plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect thereof for the fiscal year ended immediately prior to the Closing Dateany employee.

Employee Benefit Plans. The Seller has provided and/or identified on (a) Schedule 4.16 each "3.1.23 contains a list of all current “employee benefit plan," plans” (as defined in Section 3(3) of ERISA which (i) is ERISA), whether or not subject to any provision of ERISA ERISA, and (ii) consulting, severance, change in control, employment, stock option or other equity-based performance, bonus, vacation, tuition reimbursement, employee discount, expense reimbursement, allowance, termination, retention, retiree benefit, compensation, incentive or deferred compensation plan, program or agreement, in each case whether formal or informal, whether or not reduced to writing, and whether funded or unfunded, which is or was at any time during the last 5 years has been maintained, administered sponsored, contributed to, or required to be contributed to by Seller for the benefit of, or which is otherwise available from Seller or any affiliate (as defined in Section 407(d)(7) Affiliate of ERISA) and covers Seller to, any employee current or former employee employee, officer, director, representatives or agents of the Seller or any affiliate the beneficiaries or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None dependents of the Employee Plans would, individually or such Persons (collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, the “Seller Plans”). No Seller Plan is a "“multiemployer plan," ” (as defined in Section 3(37) of ERISA), “multiple employer plan” (as defined Section 413(c) of the Code), or a "defined benefit plan“multiple employer welfare arrangement," ” as defined in Section 3(353(40), and Seller has no liability with respect to any such plan as a result of being considered a single employer with any other entity under Section 414 of the Code. No Seller Plan is subject to Section 302 of ERISA or Section 412 of the Code. No Seller Plan provides life insurance or medical benefits (whether or not insured) with respect to current or former directors, officers, employees, representatives or agents of Seller after retirement or other termination of services except as mandated by Applicable Law. Each Seller Plan is and has been in compliance in all material respects with, and each such Seller Plan is and has been operated in all material respects in accordance with, the documents governing them and the applicable laws, rules and regulations, including, without limitation, the rules and regulations promulgated by the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or other Governmental Authority under ERISA, the Code or any other Applicable Law. Seller has no liability under any employee benefit plan that is subject to Title IV of ERISA, and no Employee Plan is maintained in connection either directly or as a result of being considered a single employer with any trust described in other entity under Section 501(c)(9) 414 of the Code. It is understood All required contributions, 312419107.19 premiums and agreed that Buyer is not assuming any Employee Plans expenses payable to or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee Seller Plan or the operation or administration of any Seller Plan (whether pursuant to the terms of the Seller under Plan or required by Applicable Law) relating to a period on or before the terms date of any such plan this Agreement and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there Closing Date has or will have been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately paid prior to the Closing Date. There are no pending or, to Seller’s Knowledge, threatened claims, actions, investigations, proceedings or other Litigation by or on behalf of a Seller Plan, a Governmental Authority, or any other Person involving a Seller Plan or its assets (other than routine claims for benefits). No payment that is or may be made by, from or with respect to any Seller Plan or otherwise to any current or former employee, independent contractor, director or officer of Seller in connection with the transactions contemplated by this Agreement, alone or in combination with any other event, would be properly characterized as an “excess parachute payment” under Section 280G of the Code or would be subject to an excise Tax under Section 4999 of the Code.

Employee Benefit Plans. The Seller has provided and/or identified Except as set forth on Schedule 4.16 each "2.12, there are no current “employee benefit plan," plans” (as defined in Section 3(3) of ERISA ERISA) or other employment, consulting, change in control or retention agreements or contracts by which (i) the Company or any of its Subsidiaries is subject to bound, and no deferred compensation, bonus, incentive compensation, stock option, stock purchase, restricted stock, phantom equity, profit sharing, severance, pension, retirement or termination pay agreement or plan or any provision of ERISA and (ii) is other employee benefit plan, agreement, arrangement or was at any time during the last 5 years commitment, whether formal or informal, maintained, administered entered into or contributed to, or which is required to be maintained, entered into or contributed to, by the Seller Company or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers its Subsidiaries for the benefit of any employee current or former employee employee, officer or director of the Seller Company or any affiliate of its Subsidiaries, or under with respect to which the Seller Company or any affiliate of its Subsidiaries has or could have any liability, contingent or otherwise (collectively, “Benefit Plans”). Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Benefit Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, is a "multiemployer plan," plan (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or a "defined benefit plan," as defined in Section 3(35) and is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the “Code”) and neither the Company nor any of its Subsidiaries has, within the past six years, contributed to, sponsored or maintained or incurred any liability with respect to (contingent or otherwise), any such plan. None of the Benefit Plans provides post-employment welfare benefits (except to the extent required by Section 4980B of the Code, the full cost of which is borne by the current or former employee). All of the Benefit Plans currently comply, and have complied in the past, in each case in all material respects, both as to form and operation, with the terms of such Benefit Plans and with the applicable provisions of ERISA, the Code and other applicable Law. There have been no Employee prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Benefit Plans. Each Benefit Plan is maintained in connection with any trust described in intended to be qualified under Section 501(c)(9401(a) of the CodeCode has received a favorable determination or opinion letter, as applicable, that it is so qualified and nothing has occurred since the date thereof that would reasonably be expected to result in the loss of such qualified status. It There is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithno pending or, and that to the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets knowledge of the Seller are Company, threatened, assessment, complaint, proceeding or could be subject, directly or indirectly, to any liability or lien by reason investigation of any action kind in any court or inaction taken government agency with respect to any Employee Benefit Plan maintained by (other than routine claims for benefits). Except as set forth on Schedule 2.12, the Seller. The Seller has no liability in respect execution and delivery of post-retirement health this Agreement and medical benefits for retired employees the consummation of the Seller transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer, director or consultant of the Company to severance pay, unemployment compensation or any affiliateother similar termination payment, determined using assumptions that are reasonable or (ii) increase the amount of or result in the aggregateacceleration of time of payment, over funding or vesting of compensation or benefits under any Benefit Plan or (iii) result in the fair market value payment of any fund, reserve or other assets segregated for the purpose of satisfying such liability an “excess parachute payment” (including for such purposes any fund established pursuant to as defined in Section 401(h) 280G of the Code). The Seller has reserved its right to amend or terminate any Employee Plan There is no agreement, plan or other benefit arrangement providing health pursuant to which the Company is a party or medical benefits is otherwise bound to compensate any person in respect of any active employee taxes or other penalties pursuant to Section 409A or 4999 of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each 3.1(r) sets forth a true, correct and complete list of all "employee benefit plan,plans" as such term is defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i"ERISA") is subject to any provision of ERISA and (iithe "Benefit Plans") is or was at any time during covering the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee employees of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as (the "Employee Plans." None Employees"). Each Benefit Plan is in compliance in all material respects with all applicable provisions of law, including ERISA and the Internal Revenue Code of 1986, as amended (the "Code"). There are no pending or, to the knowledge of the Employee Seller, any Member, or Xxxxxx, threatened claims against any Benefit Plan (except for claims for benefits payable in the normal operation of the Benefit Plans) that could give rise to any material liability to the Seller. All material reports, notices and returns required to be filed with any governmental agency or provided to any person or entity with respect to the Benefit Plans would, individually or collectively, constitute have been timely filed. Each Benefit Plan that is an "employee pension benefit plan" plan (as defined in Section 3(2) of ERISA, including, without limitation, ) (a "multiemployer plan,Retirement Plan") and the related trusts have received a determination from the Internal Revenue Service that the Plan is qualified and exempt from federal income tax under Sections 401(a) and 501(a), respectively, of the Code. No person has engaged in a "prohibited transaction" with respect to any Retirement Plan (as that term is defined in Section 4975 of the Code and Section 406 of ERISA), which could subject the Seller to a penalty tax imposed by Section 4975 of the Code. All contributions required to be made to each Retirement Plan have been timely made and no plan has an "accumulated funding deficiency" within the meaning of Section 412 of the Code. No Retirement Plan subject to Title IV of ERISA has incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") other than for the payment of premiums, all of which have been paid when due. Other than as contemplated herein, no Retirement Plan subject to Title IV of ERISA has been terminated nor has there been any "reportable event" (as that term is defined in Section 4043 of ERISA and the regulations thereunder) that could present a material risk of termination of a Retirement Plan which termination could have a material adverse effect on the Seller. The Seller does not contribute to any multi-employer pension or multi-employer welfare benefit plan (within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) ). None of the Code. It Employees is understood and agreed that Buyer is not assuming now or will become entitled to receive any Employee Plans or liabilities associated therewithvacation time, and that the Seller shall retain all such Employee Plansvacation pay, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve severance pay or other assets segregated employee benefit for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which Purchaser would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.be obligated;

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "6(n) sets forth a true and complete list of all employee benefit plan," plans (as defined in Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock, option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to any employee of GLD, any trade or business (whether or not incorporated) which is a member of a controlled group including GLD or which is under common control with GLD within the meaning of Section 414 of the Code (an "ERISA Affiliate"), as well as each plan with respect to which GLD or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by GLD under the laws of any foreign jurisdiction. GLD has delivered to Coyote a copy of: (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each Employee Plan where such report is subject to any provision of ERISA required and (ii) is or was at any time during the last 5 years maintained, administered or contributed documents and instruments governing each such Employee Plan (other than those referred to by the Seller or any affiliate (as defined in Section 407(d)(74(b)(4) of ERISA) and covers any employee ). No event has occurred and, to the knowledge of GLD, there currently exists no condition or former employee set of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained circumstances in connection with which GLD or any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or subsidiaries could be subject, directly or indirectly, subject to any material liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of Plans, ERISA, the Code and Section 607(l) of ERISAor any other applicable law. Except as further disclosed on Schedule 6(n), there has been timely compliance will be no payment, accrual of additional benefits, acceleration of payments or vesting in all material respects with all requirements imposed thereunder, and any benefit under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase or any agreement or arrangement disclosed under this section 6(n) solely by reason of entering into or in connection with the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datetransactions contemplated by this Agreement.

Employee Benefit Plans. As of the Closing Date, SCS has no bonus, deferred compensation, profit-sharing, pension, 401(k), retirement or stock option plan or agreement, or any other type of employee benefit plan (an "Employee Benefit Plan"), or any accrued obligation thereunder, or any current or prospective obligation for the payment of severance pay to any current or former employee. If any such agreement, plan or obligation is disclosed in the Disclosure Schedule, SCS has delivered to the Purchaser complete and correct copies of all documents evidencing any such agreement, plan or obligation, together with copies of all reports applicable thereto. The Seller Disclosure Schedule also discloses the terms of any unwritten Employee Benefit Plan. No employee pension benefit plan, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), listed in the Disclosure Schedule has provided and/or identified on Schedule 4.16 each incurred any "employee accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code, whether or not waived, and full payment has been or will be made or accrued of all required contributions under any such plan for all periods prior to the Closing Date. No such pension plan is a "defined benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(23(35) of ERISA, including, without limitation, or a "multiemployer plan," as defined in Section 3(37) of ERISA, and neither SCS nor any person required to be aggregated with SCS under Section 414(b), (c), (m) or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9(o) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans Code has maintained or liabilities associated therewith, and that contributed to a defined benefit plan or multiemployer plan within six years prior to the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employeesClosing Date. With respect to any each Employee Plans which are "group health plans" under Section 4980B of the Code Benefit Plan: (i) SCS is and Section 607(l) of ERISA, there always has been timely in compliance in all material respects with all requirements imposed the applicable provisions of ERISA and the Code and the regulations thereunder, and under Parts 6 and 7 including the benefit continuation provisions of Title I the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); (ii) there has been no violation of ERISA's fiduciary obligations nor any prohibited transaction (within the meaning of Section 406 of ERISA generallyand Section 4975 of the Code); (iii) no plan has any liability for any federal, so state, local or foreign taxes; (iv) the fair market value of the assets of each such employee pension benefit plan is not less than the present value of the benefits accrued thereunder; and (v) all reports that the Seller and any affiliate are required to be filed have no been filed (and will not incur if any) losswith the Department of Labor, assessmentstate and local governments, tax penalty or other sanction the Pension Benefit Guaranty Corporation and the Internal Revenue Service have been filed with respect to each such plan and with respect to the transactions contemplated by this Agreement. To the extent any Employee Benefit Plan is insured, SCS has paid or will pay when due all premiums required to be paid for all periods through and including the Closing Date. To the extent that any Employee Benefit Plan is funded other than with insurance, SCS has made or will have made all contributions required to be paid for all periods through and including the Closing Date. SCS has no obligation to provide retiree health or other welfare benefits. Each Employee Benefit Plan that is intended to be qualified under Section 401 of the Code (i) has been timely amended to comply with the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984 and the Retirement Equity Act of 1984, (ii) has been administered in compliance with the applicable provisions of the Tax Reform Act of 1986 and (iii) has been amended as required by the Tax Reform Act of 1986, the Technical and Miscellaneous Revenue Act of 1988, the Unemployment Compensation Amendments of 1992 and the Revenue Reconciliation Act of 1993. Any required requests for favorable determination letters regarding the compliance of such plans with those requirements were filed with the Internal Revenue Service. SCS has not incurred any liability on account of a termination of an Employee Benefit Plan which has not been satisfied. SCS has not incurred any liability on account of a complete or partial withdrawal from any multiemployer pension plan. There has been no amendment to, written interpretation Each Employee Benefit Plan may be amended or announcement (whether or not written) terminated by SCS subject to the Seller or any affiliate relating to, or change in employee participation or coverage under, regulations promulgated under the Code and the regulations of the Pension Benefit Guaranty Corporation. All benefits earned by employees of SCS pursuant to any Employee Benefit Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately have been paid or will be paid prior to the Closing Date. All aggregate accrued vacation pay and sick pay and all severance obligations that is estimated to be due to the employees of SCS is set forth in the Disclosure Schedule and shall be paid or provisions for payment shall have been made by the Stockholders on or prior to the Closing Date. The officers and directors of SCS have not made any representation to their employees with respect to the continuation of their employment after the Closing Date.

Employee Benefit Plans. The Seller has provided and/or identified on ERISA (a) Section 3.15(a) of the Company Disclosure Schedule 4.16 sets forth a true and complete list of each material compensation plan and each other material "employee benefit plan," as defined in Section 3(3) (within the meaning of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA) that is maintained or contributed to, includingor was maintained or contributed to, without limitationat any time since January 1, 1995, by the Company, any Subsidiary or by any trade or business, whether or nor incorporated, which together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) of ERlSA (an "ERISA Affiliate") for the benefit of any employee, former employee, consultant, officer, or director of the Company or any Subsidiary (a "Benefit Plan"). (b) Except as set forth in the Filed SEC Reports or identified in Section 3.15(b) of the Company's Disclosure Schedule: (i) no Benefit Plan is a "multiemployer plan," as such term is defined in Section 3(37(3)(37) of ERISA, or a "defined benefit multiple employer plan," as defined within the meaning of Section 413(c) of the Code; (ii) each of the Benefit Plans is, and has always been, operated in all respects in accordance with the requirements of all applicable law; (iii) each of the Benefit Plans intended to be "qualified" within the meaning of Section 3(35401(a) and of the Code has received a favorable determination letter from the Internal Revenue Service to that effect; (iv) no Benefit Plan has an accumulated or waived funding deficiency within the meaning of Section 412 of the Code; (v) neither the Company nor any ERISA Affiliate has incurred, directly or indirectly, any liability (including any material contingent liability) to or on account of a Benefit Plan pursuant to Title IV of ERISA; (vi) no proceedings have been instituted to terminate any Benefit Plan that is subject to Title IV of ERISA, and ; (vii) no Employee Plan "reportable event," as such term is maintained in connection with any trust described defined in Section 501(c)(94043(b) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithERISA, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken occurred with respect to any Employee Benefit Plan maintained by that is not reflected on an applicable annual report filed on behalf of such plan; and (viii) no condition exists that presents a risk to the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Company or any affiliateERISA Affiliate of incurring a liability to or on account of a Benefit Plan pursuant to Title IV of ERISA; provided, determined using assumptions however, that are reasonable the representations made in the foregoing clauses (ii) through (viii) of this Section 3.15(b) shall be deemed to be true and correct except to the extent that their untruth would, individually or in the aggregate, over have a Company Material Adverse Effect. (c) Except as would not, individually or in the fair market value aggregate, have a Company Material Adverse Effect, (i) there are no pending, or to the knowledge of the Company, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any fundof the Benefit Plans, reserve or any trusts related thereto or any trustee or administrator thereof, and (ii) no litigation or administrative or other assets segregated for proceeding (including, without limitation, any litigation or proceeding under Title IV of ERlSA) has occurred or, to the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) knowledge of the Code)Company, is threatened involving any Benefit Plan or any trusts related thereto or any trustee or administrator thereof. Section 3.16. Taxes Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has filed all material tax returns and reports required to be filed by it, or requests for extensions to file such returns or reports have been timely filed and granted and have not expired, and all tax returns and reports are complete and accurate in all respects, except to the extent that such failures to file, have extensions granted that remain in effect or be complete and accurate in all respects, as applicable, would not, individually or in the aggregate, have a Company Material Adverse Effect. The Seller Company and each of its Subsidiaries has paid (or the Company has paid on its behalf) all taxes shown as currently due on such tax returns and reports. The most recent financial statements contained in the SEC Reports reflect an adequate reserve for all taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements in accordance with generally accepted accounting principles, and no deficiencies for any taxes have been proposed, asserted or assessed against the Company or any Subsidiary that are not adequately reserved its right to amend for, except for inadequately reserved taxes and inadequately reserved deficiencies that would not, individually or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee the aggregate, have a Company Material Adverse Effect. No requests for waivers of the Seller under time to assess any taxes against the terms of Company or any such plan Subsidiary have been granted and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISApending, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction except for requests with respect to any such plan. There has taxes that have been no amendment toadequately reserved for in the most recent financial statements contained in the SEC Reports, written interpretation or announcement (whether or or, to the extent not written) by adequately reserved, the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan assessment of which would increase not, individually or in the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.aggregate, have a Company Material Adverse Effect. 13

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 9.26 lists each "“employee benefit plan," ” (as defined in Section 3(3) of ERISA ERISA), and each other employment, incentive (equity or otherwise), severance, retention, change in control, fringe benefit, perquisite or other compensatory agreement, policy, plan or arrangement provided or maintained by Seller or MCH to, with or for the benefit of any current or former employee, director or consultant of Seller or MCH or any of their respective dependents or beneficiaries (a “Plan”). Except as set forth on the attached Schedule 9.26, each Plan which is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Internal Revenue Code of 1986, as amended (“Code”) is so qualified and is covered by a favorable determination letter or opinion letter from the Internal Revenue Service, and Seller is not aware of any facts or circumstances that could reasonably be expected to jeopardize the qualification of such Plan. Each trust maintained in connection with each such qualified Plan is exempt from taxation. The Plans comply in form and in operation in all material respects with their terms and the requirements of all applicable laws, rules, and regulations. With respect to each Plan, Seller has provided to Purchaser true and complete copies of all Plan documents. With respect to the Plans, (i) all required contributions have been timely made, (ii) there are no claims pending or, to Seller’s knowledge, threatened, other than routine claims for benefits, (iii) there have been no “prohibited transactions” (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) and (iv) all material reports, returns and similar documents required to be filed with any governmental body or distributed to any Plan participant have been timely filed or distributed. No Plan is subject to any provision Section 412 of the Code or Section 302 or Title IV of ERISA and (ii) is and, within the preceding six years, neither Seller nor MCH was a participating employer in or was at had any time during the last 5 years maintained, administered obligation under or contributed with respect to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "“employee pension benefit plan" as defined in ” (within the meaning of Section 3(2) of ERISA) that is or was subject to Section 412 of the Code or to Title IV of ERISA. No liability under Title IV of ERISA, includingdirect or indirect, without limitationhas been or may be incurred by Seller or MCH. Neither Seller nor MCH contributes to, a "has ever contributed to or has ever incurred any liability or is reasonably likely to incur any liability with respect to any “multiemployer plan," ” (as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) ). The execution and subject to Title IV delivery of ERISA, this Agreement and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) performance of the Code. It is understood and agreed that Buyer is transactions contemplated hereby will not assuming any Employee Plans (either alone or liabilities associated therewith, and that upon the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason occurrence of any action additional or inaction taken subsequent events) (i) constitute an event under any Plan or Contract that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee Plan maintained by current or former employee or other service provider or (ii) result in the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller triggering or imposition or any affiliate, determined using assumptions that are reasonable in restrictions or limitations on the aggregate, over the fair market value right of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health Contract (or medical benefits result in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given adverse consequences for so doing). Any Plan or Contract that provides for non-qualified deferred compensation subject to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B 409A of the Code complies in form and operation with the requirements of Section 607(l) 409A of ERISAthe Code. Except as required by COBRA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty Plan provides post-termination group health or other sanction with respect welfare benefits to any such plan. There has been no amendment tocurrent or former employee, written interpretation director or announcement consultant (whether or not written) by the Seller or any affiliate relating toof their dependents or beneficiaries). No Plan is maintained outside the jurisdiction of the United States, or change in covers any employee participation permanently residing or coverage under, any Employee Plan which would increase working outside the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateUnited States.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "All employee benefit plan," as defined in Section 3(3) plans, compensation arrangements and other benefit arrangements covering employees of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller Company or any affiliate of its Subsidiaries (as defined in Section 407(d)(7) of ERISAthe "Company Benefit Plans") and covers all employee agreements providing for compensation, severance or other benefits to any employee or former employee of the Seller Company or any affiliate of its Subsidiaries are listed in Section 4.14 of the Company Disclosure Letter. True, correct and complete copies of the following documents with respect to each of the Company Benefit Plans have been provided or under which made available by the Seller or Company to Parent: (i) any affiliate has any liabilityplans and related trust documents and amendments thereto, (ii) summary plan descriptions and material modifications thereto, (iii) written communications made since January 1, 2000 to employees relating to the Company Benefit Plans and (iv) written descriptions of all non-written agreements relating to the Company Benefit Plans. Such plans are referred to collectively herein as To the "Employee Plans." None extent applicable, the Company Benefit Plans comply in all material respects with the requirements of the Employee Plans wouldRetirement Income Security Act of 1974, individually or collectivelyas amended ("ERISA"), constitute an "employee pension benefit plan" as defined in and the Code, and any Company Benefit Plan intended to be qualified under Section 3(2401(a) of ERISAthe Code has received a determination letter or is a model prototype plan and continues to satisfy the requirements for such qualification. Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate of the Company maintains, including, without limitation, a "multiemployer plan," as defined contributes to or has maintained or contributed in Section 3(37the past six (6) of ERISA, or a "defined years to any benefit plan," as defined in Section 3(35) and subject to plan which is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood Neither any Company Benefit Plan, nor the Company nor any Subsidiary has incurred any liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA in excess of $10,000 in the aggregate or engaged in any transactions that are reasonably likely to result in any liabilities or penalties in excess of $10,000 in the aggregate. Each of the Company and agreed that Buyer is not assuming its Subsidiaries and any Employee Plans or liabilities associated therewithERISA Affiliate which maintains a "group health plan" within the meaning of Section 5000(b)(1) of the Code has complied with the notice and continuation requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder (COBRA), and that the Seller shall retain all such Employee Planscreditable coverage certification requirements and limitations on pre-existing condition exclusion requirements of Section 9801 of the Code, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPart 7 of Subtitle B of Title I of ERISA and the regulations thereunder (HIPAA). Each Employee Company Benefit Plan has been maintained and administered in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunderits terms and with ERISA and the Code to the extent applicable thereto. There is no pending or, to the knowledge of the Company and under Parts 6 its Subsidiaries, threatened or anticipated Litigation against or otherwise involving any of the Company Benefit Plans and 7 no Litigation (excluding claims for benefits incurred in the ordinary course of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur anyCompany Benefit Plan activities) loss, assessment, tax penalty has been brought against or other sanction with respect to any such planCompany Benefit Plan. All contributions required to be made to the Company Benefit Plans have been made or provided for. Neither the Company nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment, and neither the Company nor any of its Subsidiaries has ever represented, promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would be provided. Any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee for federal income tax purposes by the Company or its Subsidiaries is not an employee for such purposes. There has been are no amendment to, written interpretation agreements in effect between the Company or announcement (whether or not written) any Subsidiary and any individual retained by the Seller Company or any affiliate relating to, Subsidiary to provide services as a consultant or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateindependent contractor.

Employee Benefit Plans. The Seller has provided and/or identified (a) Except as described on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) 3.17 hereto, neither Seller nor any of ERISA the Seller Subsidiaries has any obligation, contingent or otherwise, under any employment, consulting, retirement or severance agreement which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the would require Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers Seller Subsidiary to make payments exceeding $100,000 for any employee or former employee employee. (b) Schedule 3.17 hereto sets forth a complete list of the all ERISA Plans (as defined below). Except as set forth in Schedule 3.17, neither Seller nor any Seller Subsidiary maintains or contributes to any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit multi-employer plan" as that term is defined in at Section 4001(a)(3) of ERISA, and neither Seller nor any Seller Subsidiary has incurred any material liability under Section 4062, 4063 or 4201 of ERISA. To the knowledge of Seller, each pension plan, as defined at Section 3(2) of ERISA, including, without limitationmaintained by Seller or any Seller Subsidiary (each, a "multiemployer Pension Plan") which is intended to be qualified under Section 401(a) of the Code is so qualified. Except as set forth in Schedule 3.17 hereto, to the knowledge of Seller, since January 1, 1991, (i) each welfare plan," , as defined in at Section 3(373(1) of ERISA, maintained by Seller or a Seller Subsidiary (each, a "defined benefit plan," Welfare Plan"), and each Pension Plan (the Pension Plans and Welfare Plans being hereinafter referred to as defined "ERISA Plans"), has been administered substantially in Section 3(35) accordance with the terms of such plan and subject to Title IV the provisions of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9(ii) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan nothing has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable done or omitted to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken done with respect to any Employee ERISA Plan maintained by that would result in any material liability on the Seller. The Seller has no liability in respect part of post-retirement health and medical benefits for retired employees of the Seller or any affiliateSeller Subsidiary, determined using assumptions that are reasonable in including the aggregate, over the fair market value loss of any fundmaterial tax deduction, reserve under ERISA or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are , (iii) no "group health plansreportable event" under as defined at Section 4980B of the Code and Section 607(l) 4043 of ERISA, there other than any such event for which the thirty-day notice period has been timely compliance in all material respects with all requirements imposed thereunderwaived, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction has occurred with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Pension Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior subject to the Closing Date.12

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "All employee benefit plan," plans, as that term is defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), as well as all other written or formal plans, programs, or contracts involving direct or indirect compensation either qualified or non-qualified for federal income tax purposes and whether or not funded (including, without limitation, all employment agreements, stock option, stock bonus, stock purchase or deferred compen- sation arrangements entered into between Seller and each Trans- ferred Employee (as hereinafter defined in subsection 12.1 of this Agreement) but excluding worker's compensation, unemployment compensation and other government mandated programs) currently sponsored, maintained, contributed to, participated in or entered into by Seller for the benefit of any employee listed or de- scribed in SCHEDULE 12.1 or his dependents and/or beneficiaries, under which Seller has any present or future obligation or liability including any written or formal plans, programs, or contracts for retirees and former employees (ithe "Benefit Plans") is subject are listed in SCHEDULE 4.13 to this Agreement, and true and complete up-to-date copies thereof have been, or prior to Closing will be, made available to Buyer. There are no written or oral modifications to any provision of such plans or agreements. Except as disclosed in such schedule, the written terms of the Benefit Plans are, and have been administered in compliance with the requirements of ERISA and applicable provisions of the Internal Revenue Code of 1986, as amended (iithe "Code"). The American Cyanamid Company Employees Retirement Plan (the "Cyanamid Retire- ment Plan") has received a favorable determination letter from the Internal Revenue Service confirming that it is a qualified plan under Section 401(a) of the Code and a copy of the most recent such determination letter has been or was at will be provided by Seller to Buyer prior to the Closing Date. Except as disclosed in SCHEDULE 4.13 to this Agreement, there are no pending or, to the knowledge of Seller, threatened claims by or on behalf of the Benefit Plans or by any time during participant, beneficiary, or fiduciary or the last 5 years maintainedSecretary of Labor alleging a breach or breaches of any of the provisions of any of such plans, administered or contributed fiduciary duties thereun- der, or violations of other applicable federal or state law with respect to by the Benefit Plans or arising out of events relating to the employment of the Transferred Employees which could result in liability on the part of Seller under ERISA or any affiliate other law, nor, to the knowledge of Seller, is there any basis for such a claim. No such qualified plan is the subject of a pending Internal Revenue Service audit or investigation that involves Section 401(a) qualification issues or is the subject of any proceeding under ERISA Section 4041, 4041A, or 4042. All liabil- ities of Seller for premiums to the Pension Benefit Guaranty Corporation pursuant to Section 4007 of ERISA have been fully paid. No prohibited transaction (as defined in Section 407(d)(7) 406 of ERISA) and covers any employee has occurred within three years prior to the date hereof or former employee as of the Seller or date of Closing with respect to any affiliate or under which the Seller or Benefit Plan, nor is there any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" accumulated funding deficiency (as defined in Section 3(2302(a)(2) of ERISA). Seller does not now contribute to or participate in and has no obligation to contribute to, nor has it within the six (6) year period immediately preceding the Closing Date contributed to or been under any obligations to contribute to or participated in any "multiemployer plan", within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with under which any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller Transferred Employees are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has have been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateparticipants.