Common use of Benefit Plans and Material Documents Clause in Contracts

Benefit Plans and Material Documents. (a) Section 5.15(a) of the Complete Disclosure Schedule sets forth a list of all existing Benefit Plans sponsored or contributed to by Complete or any ERISA Affiliate of Complete covering any current or former employee, officer or director of Complete or any ERISA Affiliate of Complete. With respect to each such Benefit Plan subject to ERISA, Complete has delivered or made available to the other Combining Companies a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.15(d). With respect to each such Benefit Plan not subject to ERISA, Complete has delivered or made available to other Combining Companies a true and complete copy of each such Benefit Plan including each related material document. Neither Complete nor any of its Subsidiaries has any express or implied commitment to create, incur liability with respect to or cause to exist any additional Benefit Plan or to modify any existing Benefit Plan, other than as required by Law. (b) Except as set forth in Section 5.15(b) of the Complete Disclosure Schedule or for policies generally available to the employees of Complete and its Subsidiaries, none of such Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree medical or retiree life insurance benefits to any current or former employee, officer or director of Complete or any of its Subsidiaries. (c) Except as set forth in Section 5.15(c) of the Complete Disclosure Schedule, each such Benefit Plan is in compliance with, and has been operated in accordance with, in all material respects, its terms, ERISA, the Code and other applicable Laws, and Complete and the ERISA Affiliates of Complete have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No material legal action, suit or claim is pending or, to the Knowledge of Complete, threatened with respect to any such Benefit Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of Complete, no fact or event exists that could, individually or in the aggregate, reasonably be expected to give rise to any such action, suit or claim. (d) Except as set forth in Section 5.15(d) of the Complete Disclosure Schedule, each such Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and, to the Knowledge of Complete, nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any such Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any such Benefit Plan. Neither Complete nor any of its Subsidiaries has incurred any liability for any excise tax arising under the Code with respect to such Benefit Plan. (f) All contributions, premiums or payments required to be made with respect to any such Benefit Plan have been made on or before their due dates and for those that are not yet due but should be accrued in accordance with GAAP do not exceed in any material respect the reserve for such amounts on the Latest Complete Balance Sheet. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority. (g) There has been no amendment to, written interpretation of, announcement (whether or not written) by Complete or any ERISA Affiliate of Complete relating to, or change in employee participation or coverage under, any such Benefit Plan that, to the Knowledge of Complete, would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof, other than in the ordinary course of business. (h) Except as set forth in Section 5.15(h), no employee or former employee of Complete or any ERISA Affiliate of Complete will become entitled to any bonus, retirement, severance, job security or similar benefit or any enhanced benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement. (i) All reports and disclosures relating to such Benefit Plans required to be filed with or furnished to Governmental Authorities, participants or beneficiaries have been filed or furnished in accordance with applicable law in a timely manner. (j) Neither Complete nor any ERISA Affiliate of Complete is maintaining, contributing to or sponsoring a Benefit Plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code nor, to the Knowledge of Complete, has done so within six years prior to the Closing Date. (k) Neither Complete nor any ERISA Affiliate of Complete is maintaining or contributing to a Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA nor, to the Knowledge of Complete, has done so within six years prior to the Closing Date. (l) As to any such Benefit Plan intended to be qualified under Section 401 of the Code, there has been no termination or partial termination of such Benefit Plan within the meaning of Section 411(d)(3) of the Code. (m) No act, omission or transaction has occurred which would result in imposition on Complete or any ERISA Affiliate of Complete any of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, in each case with respect to such Benefit Plans. (n) There is no matter pending (other than routine annual or qualification determination filings) with respect to any of such Benefit Plans before the IRS, the Department of Labor, or any other Governmental Authority. (o) With respect to any “employee pension benefit plan,” if any, as such term is defined in Section 3(2) of ERISA, which is not listed in Section 5.15(a) but which is sponsored, maintained, or contributed to, or, to the Knowledge of Complete, has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by Complete or any ERISA Affiliate of Complete, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the Pension Benefit Guaranty Corporation has been incurred by any ERISA Affiliate, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. (p) To the Knowledge of Complete, each such Benefit Plan that is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (q) No Benefit Plan of Compete or any ERISA Affiliate of Complete that is a Foreign Plan is a defined benefit pension plan or a similar type of accrual-based plan. With respect to each such Benefit Plan that is a Foreign Plan, 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 reflected in accordance with GAAP, on the financial statements of Complete or its Subsidiaries. Except as set forth in Section 5.15(q) of the Complete Disclosure Schedule, the contribution and benefit liabilities of Complete or any of its Subsidiaries respecting each Benefit Plan that is a Foreign Plan are fully funded based upon applicable accounting, valuation and/or actuarial methodology contained in the most recent accounting, valuation and/or actuarial report respecting such Foreign Plan.

Benefit Plans and Material Documents. (a) Section 5.15(a7.15(a) of the Complete IPS Disclosure Schedule sets forth a list of all existing Benefit Plans sponsored or contributed to by Complete IPS or any ERISA Affiliate of Complete IPS covering any current or former employee, officer or director of Complete IPS or any ERISA Affiliate of CompleteIPS. With respect to each such Benefit Plan subject to ERISA, Complete IPS has delivered or made available to the other Combining Companies a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.15(d7.15(d). With respect to each such Benefit Plan not subject to ERISA, Complete IPS has delivered or made available to other Combining Companies a true and complete copy of each such Benefit Plan including each related material document. Neither Complete IPS nor any of its Subsidiaries has any express or implied commitment to create, incur liability with respect to or cause to exist any additional Benefit Plan or to modify any existing Benefit Plan, other than as required by Law. (b) Except as set forth in Section 5.15(b7.15(b) of the Complete IPS Disclosure Schedule or for policies generally available to the employees of Complete IPS and its Subsidiaries, none of such Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree medical or retiree life insurance benefits to any current or former employee, officer or director of Complete IPS or any of its Subsidiaries. (c) Except as set forth in Section 5.15(c7.15(c) of the Complete IPS Disclosure Schedule, each such Benefit Plan is in compliance with, and has been operated in accordance with, in all material respects, its terms, ERISA, the Code terms and other applicable Laws, and Complete IPS and the ERISA Affiliates of Complete IPS have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No material legal action, suit or claim is pending or, to the Knowledge of CompleteIPS, threatened with respect to any such Benefit Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of CompleteIPS, no fact or event exists that could, individually or in the aggregate, reasonably be expected to give rise to any such action, suit or claim. (d) Except as set forth in Section 5.15(d7.15(d) of the Complete IPS Disclosure Schedule, each such Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and, to the Knowledge of CompleteIPS, nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any such Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any such Benefit Plan. Neither Complete IPS nor any of its Subsidiaries has incurred any liability for any excise tax arising under the Code with respect to such Benefit Plan. (f) All contributions, premiums or payments required to be made with respect to any such Benefit Plan have been made on or before their due dates and for those that are not yet due but should be accrued in accordance with GAAP do not exceed in any material respect the reserve for such amounts on the Latest Complete Balance Sheetdates. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority. (g) There has been no amendment to, written interpretation of, announcement (whether or not written) by Complete IPS or any ERISA Affiliate of Complete IPS relating to, or change in employee participation or coverage under, any such Benefit Plan that, to the Knowledge of CompleteIPS, would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof, other than in the ordinary course of business. (h) Except as set forth in Section 5.15(h7.15(h), no employee or former employee of Complete IPS or any ERISA Affiliate of Complete IPS will become entitled to any bonus, retirement, severance, job security or similar benefit or any enhanced benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement. (i) All reports and disclosures relating to such Benefit Plans required to be filed with or furnished to Governmental Authorities, participants or beneficiaries have been filed or furnished in accordance with applicable law in a timely manner. (j) Neither Complete IPS nor any ERISA Affiliate of Complete IPS is maintaining, contributing to or sponsoring a Benefit Plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code nor, to the Knowledge of CompleteIPS, has done so within six years prior to the Closing Date. (k) Neither Complete IPS nor any ERISA Affiliate of Complete IPS is maintaining or contributing to a Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA nor, to the Knowledge of CompleteIPS, has done so within six years prior to the Closing Date. (l) As to any such Benefit Plan intended to be qualified under Section 401 of the Code, there has been no termination or partial termination of such Benefit Plan within the meaning of Section 411(d)(3) of the Code. (m) No act, omission or transaction has occurred which would result in imposition on Complete IPS or any ERISA Affiliate of Complete IPS any of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 702 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, in each case case, with respect to such Benefit Plans. (n) There is no matter pending (other than routine annual or qualification determination filings) with respect to any of such Benefit Plans before the IRS, the Department of Labor, or any other Governmental Authority. (o) With respect to any “employee pension benefit plan,” if any, as such term is defined in Section 3(2) of ERISA, which is not listed in Section 5.15(a7.15(a) but which is sponsored, maintained, or contributed to, or, to the Knowledge of CompleteIPS, has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by Complete IPS or any ERISA Affiliate of CompleteIPS, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the Pension Benefit Guaranty Corporation has been incurred by any ERISA Affiliate, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. (p) To the Knowledge of CompleteIPS, each such Benefit Plan that is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (q) No Benefit Plan of Compete or any ERISA Affiliate of Complete IPS that is a Foreign Plan is a defined benefit pension plan or a similar type of accrual-based plan. With respect to each such Benefit Plan that is a Foreign Plan, 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 reflected in accordance with GAAP, on the financial statements of Complete IPS or its Subsidiaries. Except as set forth in Section 5.15(q7.15(q) of the Complete IPS Disclosure Schedule, the contribution and benefit liabilities of Complete IPS or any of its Subsidiaries respecting each Benefit Plan that is a Foreign Plan are fully funded based upon applicable accounting, valuation and/or actuarial methodology contained in the most recent accounting, valuation and/or actuarial report respecting such Foreign Plan.

Benefit Plans and Material Documents. (a) Section 5.15(aSchedule 5.18(a) of the Complete Disclosure Schedule sets forth a list of all existing Benefit Plans sponsored or contributed with respect to by Complete which STAR LP or any ERISA Affiliate has or has had prior to the date hereof any obligation or liability or which are or were prior to the date hereof maintained, contributed to or sponsored by STAR LP or any ERISA Affiliate for the benefit of Complete covering any current or former employee, officer officer, director or director manager of Complete STAR LP or any ERISA Affiliate of Complete(collectively "STAR LP Benefit Plans"). With respect to each such STAR LP Benefit Plan subject to ERISAPlan, Complete STAR LP has delivered or made available to the other Combining Companies Purchaser a true and complete copy of each such STAR LP Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such STAR LP Benefit Plan including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such STAR LP Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.15(d5.18(d). With respect to each such Benefit Plan not subject to ERISA, Complete STAR LP has delivered or made available to other Combining Companies a true and complete copy of each such Benefit Plan including each related material document. Neither Complete nor any of its Subsidiaries has any no express or implied commitment to create, incur liability with respect to or cause to exist any additional Benefit Plan or to modify any existing Benefit Plan, other than as required by Law. (b) Except as set forth disclosed in Section 5.15(b) of the Complete Disclosure Schedule or for policies generally available to the employees of Complete and its Subsidiaries5.18(b), none of such STAR LP Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of STAR LP Benefit Plans is a "multiemployer plan" as defined in Section 3(37) of ERISA. Neither the Company nor any ERISA Affiliate has had, has or could have any liability with respect to any Plan subject to Title IV of ERISA. Except as disclosed in Schedule 5.18(b), none of STAR LP Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree medical or retiree life insurance benefits to any current or former employee, officer officer, director or director manager of Complete STAR LP or any of its SubsidiariesERISA Affiliate. (c) Except as set forth disclosed in Section 5.15(c) of the Complete Disclosure ScheduleSchedule 5.18(c), each such STAR LP Benefit Plan is in compliance with, and has been operated in accordance with, in all material respects, its terms, ERISA, the Code and other applicable Laws, and Complete terms and the ERISA Affiliates of Complete have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such STAR LP Benefit Plan. No material legal action, suit or claim is pending or, to the Knowledge knowledge of CompleteSTAR LP, threatened with respect to any such STAR LP Benefit Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of Complete, no fact or event exists that could, individually or in the aggregate, reasonably be expected to give rise to any such action, suit or claim). (d) Except as set forth disclosed in Section 5.15(d) of the Complete Disclosure ScheduleSchedule 5.18(d), each such STAR LP Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exemptexempt under the currently applicable requirements of the Code, and, to the Knowledge knowledge of CompleteSTAR LP, nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any such STAR LP Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any such STAR LP Benefit Plan. Neither Complete STAR LP nor any of its Subsidiaries ERISA Affiliate has incurred any liability for any excise tax arising under the Code with respect to such a STAR LP Benefit Plan. (f) All contributions, premiums or payments required to be made with respect to any such STAR LP Benefit Plan have been made on or before their due dates and for those that are not yet due but should be accrued in accordance with GAAP do not exceed in any material respect the reserve for such amounts on the Latest Complete Balance Sheetdates. For completed plan years of such STAR LP Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority. (g) There has been no amendment to, written interpretation of, of or announcement (whether or not written) by Complete or any ERISA Affiliate of Complete STAR LP relating to, or change in employee participation or coverage under, any such STAR LP Benefit Plan that, to the Knowledge of Complete, that would increase materially the expense of maintaining such STAR LP Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof, other than in the ordinary course of business. (h) Except as set forth disclosed in Section 5.15(hSchedule 5.18(h), no employee or former employee of Complete or any ERISA Affiliate of Complete STAR LP will become entitled to any bonus, retirement, accelerated vesting or timing of payments, severance, job security or similar benefit or any enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement. (i) All reports Schedule 5.18(i) lists each Company Benefit Plan that is treated as a "nonqualified deferred compensation plan" under Section 409A of the Code and disclosures relating to each such plan has been maintained in good faith compliance with the requirements of Section 409A of the Code and applicable notices and regulations, both proposed and final, issued by the Internal Revenue Service. Except as set forth in Schedule 5.18(i) hereto, each Company Benefit Plans Plan that is required to be filed amended as of December 31, 2007 to either be exempt from or to comply with or furnished to Governmental AuthoritiesSection 409A of the Code (and the final regulations thereunder that were issued on April 10, participants or beneficiaries have 2007) has been filed or furnished in accordance with applicable law in a timely mannerso amended. (j) Neither Complete nor No Person who is entitled to a benefit under any ERISA Affiliate of Complete is maintaining, contributing to or sponsoring a Company Benefit Plan subject to Title IV of ERISA, that is a deferred compensation plan has incurred or will incur any additional tax described in Section 302 of ERISA or Section 412 409A of the Code noras a result of any event occurring, to or the Knowledge of Completemanner in which such plan has been established or operated, has done so within six years prior to the Closing Date. (k) Neither Complete nor any ERISA Affiliate of Complete is maintaining or contributing to a Except as specified in 5.18(k) hereto, no Company Benefit Plan that is provides for a “multiemployer plan” within the meaning of Section 3(37) of ERISA nor, to the Knowledge of Complete, has done so within six years prior to the Closing Date. (l) As "gross up" or similar payments in respect to any such Benefit Plan intended to be qualified Taxes that may become payable under Section 401 of the Code, there has been no termination 409A or partial termination of such Benefit Plan within the meaning of Section 411(d)(34999(a) of the Code. (l) There have been no terminations, partial terminations or discontinuances of contributions to any tax qualified pension plan during the preceding five years without notice to and approval by the Internal Revenue Service and payment of all obligations and liabilities attributable to such tax qualified pension plan. (m) No actExcept as set forth in Schedule 5.18(m), omission there are no investigations or transaction has occurred which would result audits of any Company Benefit Plan by any Governmental Authority currently pending and there have been no such investigations or audits that have been concluded that resulted in imposition on Complete any liability to the Company or any ERISA Affiliate of Complete any of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, in each case with respect to such Benefit PlansCompany that has not been discharged. (n) There is no matter pending (other than routine annual Neither the Company nor any ERISA Affiliate of the Company maintains, has established or qualification determination filingshas ever participated in a multiple employer welfare benefit arrangement as described in Section 3(40)(A) with respect to any of such Benefit Plans before the IRS, the Department of Labor, or any other Governmental AuthorityERISA. (o) With respect to any “employee pension benefit plan,” if any, as such term is defined in Section 3(2) of ERISA, which is not listed in Section 5.15(a) but which is sponsored, maintained, or contributed to, or, to Neither the Knowledge of Complete, has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by Complete or Company nor any ERISA Affiliate of Complete, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, Company has been incurred, which withdrawal any current or future obligation or liability has not been satisfied, (B) no liability with respect to a Company Benefit Plan pursuant to the Pension Benefit Guaranty Corporation has been incurred by any ERISA Affiliate, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning provisions of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely madea collective bargaining agreement. (p) To the Knowledge of Complete, each such Benefit Plan that is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (q) No Benefit Plan of Compete or any ERISA Affiliate of Complete that is a Foreign Plan is a defined benefit pension plan or a similar type of accrual-based plan. With respect to each such Benefit Plan that is a Foreign Plan, 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 reflected in accordance with GAAP, on the financial statements of Complete or its Subsidiaries. Except as set forth in Section 5.15(qSchedule 5.18(p) hereto, none of the Company Benefit Plans provide for post-employment life or health insurance, benefits or coverage for any employees, directors or consultants or former employees, directors, or consultants (or any of their beneficiaries) of the Complete Disclosure ScheduleCompany, except as may be required under the contribution and benefit liabilities Consolidated Omnibus Budget Reconciliation Act of Complete 1985, as amended or any of its Subsidiaries respecting each Benefit Plan that is a Foreign Plan are fully funded based upon applicable accounting, valuation and/or actuarial methodology contained in the most recent accounting, valuation and/or actuarial report respecting such Foreign Planother similar law.

Benefit Plans and Material Documents. (a) Section 5.15(a6.15(a) of the Complete I.E. Mxxxxx Disclosure Schedule sets forth a list of all existing Benefit Plans sponsored or contributed to by Complete I.E. Mxxxxx or any ERISA Affiliate of Complete I.E. Mxxxxx covering any current or former employee, officer or director of Complete I.E. Mxxxxx or any ERISA Affiliate of CompleteI.E. Mxxxxx. With respect to each such Benefit Plan subject to ERISA, Complete I.E. Mxxxxx has delivered or made available to the other Combining Companies a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 5.15(d6.14(d). With respect to each such Benefit Plan not subject to ERISA, Complete I.E. Mxxxxx has delivered or made available to other Combining Companies a true and complete copy of each such Benefit Plan including each related material document. Neither Complete I.E. Mxxxxx nor any of its Subsidiaries has any express or implied commitment to create, incur liability with respect to or cause to exist any additional Benefit Plan or to modify any existing Benefit Plan, other than as required by Law. (b) Except as set forth in Section 5.15(b6.15(b) of the Complete I.E. Mxxxxx Disclosure Schedule or for policies generally available to the employees of Complete I.E. Mxxxxx and its Subsidiaries, none of such Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree medical or retiree life insurance benefits to any current or former employee, officer or director of Complete I.E. Mxxxxx or any of its Subsidiaries. (c) Except as set forth in Section 5.15(c6.15(c) of the Complete I.E. Mxxxxx Disclosure Schedule, each such Benefit Plan is in compliance with, and has been operated in accordance with, in all material respects, its terms, ERISA, the Code and other applicable Laws, and Complete I.E. Mxxxxx and the ERISA Affiliates of Complete I.E. Mxxxxx have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No material legal action, suit or claim is pending or, to the Knowledge of CompleteI.E. Mxxxxx, threatened with respect to any such Benefit Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of CompleteI.E. Mxxxxx, no fact or event exists that could, individually or in the aggregate, reasonably be expected to give rise to any such action, suit or claim. (d) Except as set forth in Section 5.15(d6.15(d) of the Complete I.E. Mxxxxx Disclosure Schedule, each such Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and, to the Knowledge of CompleteI.E. Mxxxxx, nothing has occurred since the date of such determination letter that would adversely affect the qualified or exempt status of any such Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any such Benefit Plan. Neither Complete I.E. Mxxxxx nor any of its Subsidiaries has incurred any liability for any excise tax arising under the Code with respect to such Benefit Plan. (f) All contributions, premiums or payments required to be made with respect to any such Benefit Plan have been made on or before their due dates and for those that are not yet due but should be accrued in accordance with GAAP do not exceed exceed, in any material respect respect, the reserve for such amounts on the Latest Complete I.E. Mxxxxx Balance Sheet. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority. (g) There has been no amendment to, written interpretation of, announcement (whether or not written) by Complete I.E. Mxxxxx or any ERISA Affiliate of Complete I.E. Mxxxxx relating to, or change in employee participation or coverage under, any such Benefit Plan that, to the Knowledge of CompleteI.E. Mxxxxx, would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof, other than in the ordinary course of business. (h) Except as set forth in Section 5.15(h6.15(h), no employee or former employee of Complete I.E. Mxxxxx or any ERISA Affiliate of Complete I.E. Mxxxxx will become entitled to any bonus, retirement, severance, job security or similar benefit or any enhanced benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement. (i) All reports and disclosures relating to such Benefit Plans required to be filed with or furnished to Governmental Authorities, participants or beneficiaries have been filed or furnished in accordance with applicable law in a timely manner. (j) Neither Complete I.E. Mxxxxx nor any ERISA Affiliate of Complete I.E. Mxxxxx is maintaining, contributing to or sponsoring a Benefit Plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code nor, to the Knowledge of CompleteI.E. Mxxxxx, has done so within six years prior to the Closing Date. (k) Neither Complete I.E. Mxxxxx nor any ERISA Affiliate of Complete I.E. Mxxxxx is maintaining or contributing to a Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA nor, to the Knowledge of CompleteI.E. Mxxxxx, has done so within six years prior to the Closing Date. (l) As to any such Benefit Plan intended to be qualified under Section 401 of the Code, there has been no termination or partial termination of such Benefit Plan within the meaning of Section 411(d)(3) of the Code. (m) No act, omission or transaction has occurred which would result in imposition on Complete I.E. Mxxxxx or any ERISA Affiliate of Complete I.E. Mxxxxx any of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, in each case with respect to such Benefit Plans. (n) There is no matter pending (other than routine annual or qualification determination filings) with respect specific to any of such Benefit Plans before the IRS, the Department of Labor, or any other Governmental Authority. (o) With respect to any “employee pension benefit plan,” if any, as such term is defined in Section 3(2) of ERISA, which is not listed in Section 5.15(a6.15(a) but which is sponsored, maintained, or contributed to, or, to the Knowledge of CompleteI.E. Mxxxxx, has been sponsored, maintained, or contributed to within six years prior to the Closing Date, by Complete I.E. Mxxxxx or any ERISA Affiliate of CompleteI.E. Mxxxxx, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the Pension Benefit Guaranty Corporation has been incurred by any ERISA Affiliate, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (D) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. (p) To the Knowledge of CompleteI.E. Mxxxxx, each such Benefit Plan that is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (q) No Benefit Plan of Compete or any ERISA Affiliate of Complete I.E. Mxxxxx that is a Foreign Plan is a defined benefit pension plan or a similar type of accrual-based plan. With respect to each such Benefit Plan that is a Foreign Plan, 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 reflected in accordance with GAAP, on the financial statements of Complete or its Subsidiaries. Except as set forth in Section 5.15(q) of the Complete Disclosure Schedule, the contribution and benefit liabilities of Complete or any of its Subsidiaries respecting each Benefit Plan that is a Foreign Plan are fully funded based upon applicable accounting, valuation and/or actuarial methodology contained in the most recent accounting, valuation and/or actuarial report respecting such Foreign Plan.I.E.