Common use of Benefit Plans; ERISA Clause in Contracts

Benefit Plans; ERISA. No Borrower or any Related Company maintains or contributes to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower (a) SECTION 2.15(a) OF THE DISCLOSURE SCHEDULE (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Neither the Company maintains nor any Subsidiary has scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in SECTION 2.15(a) OF THE DISCLOSURE SCHEDULE, no loan is outstanding between the Company or any Related Subsidiary and any Benefit Plan. (b) Neither the Company nor any Subsidiary maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (c) Except as set forth in SECTION 2.15(c) OF THE DISCLOSURE SCHEDULE, each Benefit Plan covers only employees who are employed by the Company or a Subsidiary (or former employees or beneficiaries with respect to service with the Company or a Subsidiary), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither the Company, any Subsidiary, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan," as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all material respects in compliance with, and neither the Company nor any Subsidiary has received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability Each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) Neither the Company nor any Subsidiary is in default in performing any of ERISA its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by the Company or any Subsidiary to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. . (g) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would the Company or any Subsidiary, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) No transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA ERISA, or otherwise, with respect to the Company, any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pendingSubsidiary, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan Purchaser or any Person as fiduciary corporation or sponsor of organization controlled by or under common control with any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (foregoing within the meaning of Section 4001(a)(14) 4001 of ERISA, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Purchaser, the Company, any Subsidiary or any such corporation or organization. No "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plan. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. (i) Except as described in SECTION 2.15(i) OF THE DISCLOSURE SCHEDULE, no benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) To the Knowledge of Love, there are no pending or threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser, the Company, any Subsidiary or any fiduciary of any such Benefit Plan, nor is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) The fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such Borrower plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Subject Defined Benefit Plan at said date and, to the Knowledge of Love, there have been no material changes in such values since said date. (m) Complete and correct copies of the following documents have been furnished to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans and any Related Company; predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Benefit Plan funded through a trust; (vi) no liability under the most recent actuarial report of the qualified actuary of any Title IV Subject Defined Benefit Plan has been satisfied or any other Benefit Plan with the purchase of a contract respect to which actuarial valuations are conducted; and (vii) all qualified domestic relations orders or other orders governing payments from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyany Benefit Plan.

Benefit Plans; ERISA. No Borrower (a) Section 6.09(a) of the Disclosure Schedule lists each Employee Benefit Plan covered by or subject to ERISA that any Related Company of the Sellers or their respective Affiliates maintains or contributes administers, or to which any of them contributes, in each such case covering any employee or former employee engaged in the Business. (i) Each such Employee Benefit Plan (and each related trust, VEBA trust, insurance contract, or fund) has at all times complied in form and in operation in all material respects with the applicable requirements of ERISA, the Code, and other applicable laws and has been administered in accordance with its terms. (ii) All required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, Forms PBGC-1, and Summary Plan Descriptions) have, where required, been filed or distributed with respect to each such Employee Benefit Plan and each Employee Benefit Arrangement listed in Section 6.09(f) of the Disclosure Schedule. The requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B have been met in all material respects with respect to each such Employee Benefit Plan that is a group health plan (within the meaning of ERISA Section 601 and Code Section 4980B). (iii) All contributions (including all employer contributions and employee salary reduction contributions) which are due and payable to any such Employee Benefit Plan which is an employee pension benefit plan (as defined in ERISA) on or prior to the date hereof have been paid to such employee pension benefit plan. All premiums and other payments due on or before the date hereof have been paid with respect to each such Employee Benefit Plan which is an employee welfare benefit plan (as defined in ERISA). (iv) Each such Employee Benefit Plan which is an employee pension benefit plan and which is intended to meet the requirements of a qualified plan under Code Section 401(a) is, and at all times has been, so qualified and has either (1) received a favorable determination letter from the Internal Revenue Service covering such Employee Benefit Plan for the Tax Reform Act of 1986, as amended, the Unemployment Compensation Act of 1992, and the Omnibus Budget Reconciliation Act of 1993 or (2) timely applied to the Internal Revenue Service for a favorable determination letter so covering such plan. (v) No Employee Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, is subject to the minimum funding requirements of Code Section 412 or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies Title IV of all such listed Benefit Plans, together with a copy ERISA. (vi) The Sellers have delivered to Purchaser correct and complete copies of the latest form current plan document and summary plan description, the most recent favorable determination letter received from the Internal Revenue Service, the most recent Form 5500 (if any) for Annual Report filed with the Internal Revenue Service, and all related trust agreements, insurance contracts and other funding agreements which implement each such Employee Benefit Plan, in each case as applicable to such Employee Benefit Plan. (vii) There have been delivered no Prohibited Transactions with respect to Agent. No Borrower any such Employee Benefit Plan and, to the knowledge of the Sellers, no plan fiduciary has any liability for material breach of fiduciary duty or any Related Company has failed other material failure to make any contribution act or pay any amount due as required by either Section 412 comply in connection with the administration or investment of the Code or Section 302 of ERISA or the terms assets of any such Employee Benefit Plan. No Borrower action, suit, proceeding, hearing or investigation with respect to the administration or the investment of the assets of any Related Company has such Employee Benefit Plan (other than routine claims for benefits ) is pending or, to the knowledge of the Sellers, threatened. (b) Section 6.09(b) of the Disclosure Schedule lists each Employee Benefit Plan providing medical, health or life insurance and any other welfare benefit plan providing significant welfare-type benefits for currently (or future) retired or terminated United States employees engaged in a prohibited transactionthe Business, as defined their spouses, or their dependents (other than in accordance with Section 4975 4980B of the Code). (c) Section 6.09(c) of the Disclosure Schedule lists all Multiemployer Plans contributed to by any of the Sellers or their respective Affiliates for the benefit of any employee or former employee engaged in the Business, in connection or with respect to which the Sellers have any Benefit liability. With respect to each Multiemployer Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): Sellers' knowledge, (i) no Title IV Plan withdrawal liability has been incurred, and the Sellers have no reason to believe that any Unfunded Vested Accrued Benefits; such liability will be incurred prior to the Closing Date, (ii) no ERISA Event or event described such plan is in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled groupreorganization" (within the meaning of Section 4001(a)(14) 4241 of ERISA), (iii) no notice has been received that increased contributions may be required to avoid a reduction in plan benefits or the imposition of such Borrower an excise tax, or any Related Company; that the plan is or may become "insolvent" (within the meaning of Section 4241 of ERISA), (iv) no proceedings have been instituted by the Pension Benefit Guaranty Corporation against the plan, (v) there is no contingent liability for withdrawal liability by reason of a sale of assets pursuant to Section 4204 of ERISA, and (vi) except as disclosed on Section 6.09(c) of the Disclosure Schedule, if the Sellers or any Affiliate thereof were to have a complete or partial withdrawal as of the Closing, no obligation to pay withdrawal liability would exist on the part of the Sellers or any Affiliate thereof. (d) No significant liability (other than for PBGC premiums) has been incurred or, to the knowledge of the Sellers, would reasonably be expected to be incurred with respect to the period prior to the Effective Date under Title IV of ERISA (including withdrawal liability) or under Sections 4971 through 4980B of the Code with respect to any Employee Benefit Plan (including a Multiemployer Plan) presently, or since January 1, 1988, maintained or contributed to by the Sellers, their respective Affiliates or any entity that is, or at any time was, an ERISA Affiliate. (e) No benefit under any Title IV Employee Benefit Plan listed in Section 6.09(a) of the Disclosure Schedule or under any Employee Benefit Arrangement listed in Section 6.09(f) of the Disclosure Schedule, including any retention agreement or severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated by this Agreement or any other Operative Agreement. (f) Section 6.09(f) of the Disclosure Schedule lists each Employee Benefit Arrangement, other than any Foreign Benefit Plan, that has been entered into, maintained, or administered, as the case may be, by any of the Sellers or their respective Affiliates and that currently covers any employee or former employee engaged in the Business. Each such Employee Benefit Arrangement complies in all material respects with its terms and with the requirements of applicable statutes, laws, orders, rules and regulations. (g) To the knowledge of the Sellers, Section 6.09(g) of the Disclosure Schedule lists all significant Foreign Benefit Plans that any of the Sellers or their respective Affiliates maintains or administers, or to which any of them contributes, in each such case covering any employee or former employee engaged in the Business (other than plans, programs, arrangements and agreements required to be sponsored, maintained or contributed to by applicable laws). Further, and in each case to the knowledge of the Sellers: (i) Any employer and employee contributions required by law or required by the terms of any such Foreign Benefit Plan to be made to or provided for such Foreign Benefit Plan on or before the date hereof have been made, or provided for in accordance with the past practices of the Sellers or their respective Affiliates. (ii) The fair market value of the assets of each such funded Foreign Benefit Plan equals or exceeds the present value of the benefits accrued to the Closing Date payable to all current and former participants, determined on an ongoing basis according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and the transactions contemplated by this Agreement and the other Operative Agreements shall not cause the funded status of any such Foreign Benefit Plan to be insufficient to procure or provide for the benefits accrued to the Closing Date on an ongoing basis. (iii) Each such Foreign Benefit Plan has been satisfied maintained and administered in all material respects in compliance with the purchase requirements of a contract from an insurance company that applicable laws, and if required to be registered with applicable regulatory authorities, such Foreign Benefit Plan has been so registered and has been maintained in good standing with applicable regulatory authorities and is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyoperated in substantial compliance with such applicable authority.

Benefit Plans; ERISA. No Borrower (a) SECTION 2.14(A) OF THE DISCLOSURE SCHEDULE (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan and (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan. The Company has not scheduled or any Related Company maintains agreed upon future increases of benefit levels (or contributes creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to Employees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in SECTION 2.14(A) OF THE DISCLOSURE SCHEDULE, no loan is outstanding between the Company and any Related Employee. (b) The Company does not maintain nor is it obligated to provide benefits under any life, medical or health plan which provides benefits to retired or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in SECTION 2.14(C) OF THE DISCLOSURE SCHEDULE, each Benefit Plan covers only Employees (or former employees or beneficiaries with respect to service with the Company), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither the Company nor any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans maintained by the Company is, and its administration is and has been since inception, in all material respects in compliance with, and the Company has not received any claim or notice asserting that a any such Benefit Plan is not in compliance with with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. No material liability Each Benefit Plan maintained by the Company which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of afford other Tax benefits complies in all such listed Benefit Plans, together material respects with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) The Company is not in default in performing any of ERISA its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Sellers or the Company to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been set aside therefor and have been reflected in Financial Statements in accordance with the policies utilized by the Company in preparing the Books and Records of the Company. There are no outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of such Benefit Plan. (g) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (h) To the Knowledge of Sellers, there are no pending or threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser, the Company, or any fiduciary of any such Benefit Plan. No Borrower or , nor is there any Related Company has engaged in basis for such a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): claim. (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event No employer securities, employer real property or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or other employer property is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits included in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor assets of any Benefit Plan; . (j) The fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Subject Defined Benefit Plan at said date and, to the Knowledge of Sellers, there have been no material changes in such values since said date. (k) Complete and correct copies of the following documents have been furnished to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) no Borrower or any Related Company has incurred or reasonably expects the most recent determination of the IRS with respect to incur any liability as a result the qualified status of a complete or partial withdrawal from a Multiemployer each Qualified Plan; and (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower all qualified domestic relations orders or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA other orders received by the Standard & Poor's Corporation or Company governing payments from any Benefit Plan maintained by the equivalent by another nationally recognized rating agencyCompany.

Benefit Plans; ERISA. No Borrower (a) Section 2.12(a) of the Disclosure Schedule (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related Company maintains predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Seller has not scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to Employees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 2.12(a) of the Disclosure Schedule, no loan is outstanding between Seller and any Related Company Employee. (b) Except as set forth in Section 2.12(b) of the Disclosure Schedule, Seller does not maintain nor is it obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retired or other terminated Employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in Section 2.12(c) of the Disclosure Schedule, each Benefit Plan covers only Employees (or former Employees or beneficiaries with respect to service with Seller in connection with the Business), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan other than the spinoff of Section 401(k) assets and Section 125 assets, as addressed in Section 9.01. (d) Neither Seller, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to, on behalf of any Employee, any "multiemployer plan", as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, is in all material respects in compliance with, and Seller has not received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability Each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) Seller is not in default in performing any of ERISA its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Seller to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. . (g) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would Seller, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) No transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA ERISA, or otherwise, with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pendingthe Purchaser, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan Parent or any Person as fiduciary corporation or sponsor of any Benefit Plan; (iv) no Borrower organization controlled by or any Related Company has incurred under common control with Purchaser or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (Parent within the meaning of Section 4001(a)(14) 4001 of ERISA, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Purchaser, Parent or any such corporation or organization. No "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plans. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. (i) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement, except for (x) Seller's employees stock option plans and (y) the Severance Benefits under Amendment Number 1 to the Severance Plan, Plan Number 506. Seller shall be fully responsible for the Benefit Plans described in clauses (x) and (y). (j) To the Knowledge of Seller, there are no material pending or threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser, Parent or any fiduciary of any such Benefit Plan, nor is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan other than common stock of Seller in Seller's 401(k) Plan. (l) The fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such Borrower plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Subject Defined Benefit Plan at said date and, to the Knowledge of Seller, there have been no material changes in such values since said date. (m) Complete and correct copies of the following documents have been furnished to Parent prior to the execution of this Agreement: (i) the Benefit Plans and any Related Company; predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Benefit Plan funded through a trust; (vi) no liability under the most recent actuarial report of the qualified actuary of any Title IV Subject Defined Benefit Plan has been satisfied or any other Benefit Plan with the purchase of a contract respect to which actuarial valuations are conducted; and (vii) all qualified domestic relations orders or other orders governing payments from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyany Benefit Plan.

Benefit Plans; ERISA. No Borrower (a) Section 2.11(a) of the Disclosure Schedule (i) contains a true and complete list of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan and each other Plan maintained, established, sponsored or contributed to by Seller which at any Related Company maintains time during the two-year period preceding the date of this Agreement was a Defined Benefit Plan, and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributes contributed to by Seller during the two-year period preceding the date of this Agreement. Except for the Plans and Benefit Plans set forth in Section 2.11(a) of the Disclosure Schedule, Seller has not within the last two years maintained, sponsored, adopted, made contributions to, or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to any Plan or Benefit Plan. Within the last two years, Seller has not scheduled or agreed upon future increases of benefit levels (or creation of new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to Employees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. As of the date of this Agreement, except for non-material pay advances to Employees, no loan is outstanding between Seller and any employee. (b) Seller does not maintain, nor is it obligated to provide benefits under, any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retired or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended ("COBRA"). (c) Seller is not in payment default or in material default in the performance of any of its other contractual obligations under any of the Benefit Plans or Plans nor any related trust agreement or insurance contract. All contributions and other payments required to be made by Seller to any Benefit Plan or Plan with respect to any period ending on or before the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in the Financial Statements. There are no material outstanding liabilities of any Benefit Plan or Plan other than those listed on Schedule 6.1(o). Each liabilities for benefits to be paid to participants in such Benefit Plan is or Plan and their beneficiaries in substantial compliance accordance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan or Plan. . (d) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would Seller, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a material tax on prohibited transactions imposed by any risk of liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Seller has not incurred, nor will incur, any liability under Title IV Plan has any Unfunded Vested Accrued Benefits; of ERISA to the PBGC or to a “multiemployer plan” (ii) no ERISA Event or event described as defined in Section 4062(e4001(a)(3) of ERISA) with respect to any employee benefit plan sponsored or contributed to by any member (other than Seller) of a controlled group of corporations (within the meaning of Section 414(b) of the Code) or a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code) which includes Seller. Seller is not, nor has been at any time since its inception, a “substantial employer” as such term is defined in Section 4001(a)(2) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected “multiemployer plan”. (e) No transaction contemplated by this Agreement, including the sale of the Assets, will result in liability to occur; the PBGC under ERISA. (iiif) there There are no pendingactions, suits, or to the knowledge of any Borrower, threatened claims (other than routine claims for benefits in benefits) pending, and to the normal course)Knowledge of Seller, sanctionsno such actions, actions suits, or lawsuitsclaims are threatened and there are no set of facts that would give rise to any such actions, asserted suits or instituted claims against or relating to any Benefit Plan or the assets thereof. (g) No Qualified Benefit Plan or related trust has had a “reportable event” as such term is defined in ERISA, nor has any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower such plan or any Related Company has incurred “fiduciary” or reasonably expects to incur “party-in-interest” or “disqualified person” entered into any liability “prohibited transaction” as a result of a complete such terms are defined in ERISA or partial withdrawal from a Multiemployer Plan; the Code, or breached its fiduciary obligations. (vh) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside Complete and correct copies of the "controlled group" following documents have been furnished to Purchaser: (within i) summary of the meaning Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of Section 4001(a)(14each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; and (i) Seller does not have a Qualified Plan for its Employees which requires the filing of ERISA) of such Borrower or any Related Company; Form 5500 and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyschedules thereto.

Benefit Plans; ERISA. No Borrower or any Related Company maintains or contributes to any (a) The Disclosure Schedule lists each Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy brief description of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agenttype of plan and benefit provided thereunder. No Borrower Acquired Company has any commitment, proposal, or communication to employees regarding the creation of an additional Plan or any Related Company has failed to make increase in benefits under any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. The Seller and the Acquired Companies have provided to the Purchaser (i) a copy of each Benefit Plan (including amendments) or, where substantially similar arrangements exist, a sample copy and a list of persons participating in such arrangement, (ii) the three most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report, and (iii) the most recent trustee's report for each Benefit Plan funded through a trust. (b) No Borrower Acquired Company nor any ERISA Affiliate or any Related Company has engaged in a prohibited transactionpredecessor thereof has, since September 1, 1996 or, to the knowledge of the Seller or any of the Acquired Companies, since January 1, 1995, maintained, contributed to or been obligated to contribute to any Defined Benefit Plan or multiemployer plan (as defined in Section 4975 (3)(37) or 4001(a)(3) of ERISA) and no condition exists that presents a material risk to any Acquired Company or an ERISA Affiliate of incurring a liability under Title IV of ERISA. (c) Except with respect to Acquired Company Benefit Plans, no Acquired Company has any liability under or with respect to any employee benefit pension plan or employee welfare benefit plan (as these terms are defined in ERISA) of the CodeSeller or any ERISA Affiliate. (d) Each Seller Benefit Plan and, in connection with to the knowledge of Seller or any of the Acquired Companies, each Acquired Company Benefit Plan, has been operated and administered in all material respects in accordance with its terms and, as of the Closing Date, will be in material compliance, in form and operation, with all applicable laws (including but not limited to ERISA and the Code). The reserves reflected in the Financial Statements for the obligations of each Acquired Company under all Benefit Plans were determined in accordance with GAAP. (e) Each Seller Qualified Plan and, to the knowledge of Seller or any of the Acquired Companies, each Acquired Company Qualified Plan, has received a determination or opinion letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code and nothing has occurred since the issuance of that letter which would subject adversely affect such Borrower qualified status or the plan sponsor's ability to a material tax rely on prohibited transactions imposed by Section 4975 of the Code. such determination or opinion letter. (f) Except as set forth in Schedule 6.1(o): (i) the Disclosure Schedule, no Title IV Seller Benefit Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pendingor, or to the knowledge of Seller and the Acquired Companies, Acquired Company Benefit Plan, provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of any BorrowerAcquired Company or any ERISA Affiliate beyond their termination of service other than (i) coverage mandated by applicable law, (ii) benefits under a Qualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of any such Acquired Company or any ERISA Affiliate, or (iv) benefits the full cost of which is borne by the current or former employee, or his or her beneficiary. (g) Except as set forth in the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, either immediately or upon the occurrence of any event thereafter, (i) entitle any current or former employee or officer or director of any Acquired Company or any ERISA Affiliate to severance pay, unemployment compensation, or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation otherwise due any such individual. (h) Except as set forth on the Disclosure Schedule, there are no pending or, to the knowledge of the Seller or any of the Acquired Companies, anticipated or threatened claims (other than claims for benefits in the normal course), sanctions, actions by or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor on behalf of any Benefit Plan; (iv) no Borrower , by any employee or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability beneficiary covered under any Title IV such Benefit Plan, or otherwise involving any such Benefit Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency(other than routine claims for benefits).

Benefit Plans; ERISA. No Borrower (a) Section 2.11(a) of the Disclosure Schedule (i) contains a true and complete list of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan and each other Plan maintained, established, sponsored or contributed to by Seller which at any Related Company maintains time during the two-year period preceding the date of this Agreement was a Defined Benefit Plan, and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributes contributed to by Seller during the two-year period preceding the date of this Agreement. Except for the Plans and Benefit Plans set forth in Section 2.11(a) of the Disclosure Schedule, Seller has not within the last two years maintained, sponsored, adopted, made contributions to, or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to any Plan or Benefit Plan. Within the last two years, Seller has not scheduled or agreed upon future increases of benefit levels (or creation of new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to Employees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. As of the date of this Agreement, except for non-material pay advances to Employees, no loan is outstanding between Seller and any Employee. (b) Seller does not maintain, nor is it obligated to provide benefits under, any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retired or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended (“COBRA”). (c) Seller is not in payment default or in material default in the performance of any of its other contractual obligations under any of the Benefit Plans or Plans nor any related trust agreement or insurance contract. All contributions and other payments required to be made by Seller to any Benefit Plan or Plan with respect to any period ending on or before the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in the Financial Statements. There are no material outstanding liabilities of any Benefit Plan or Plan other than those listed on Schedule 6.1(o). Each liabilities for benefits to be paid to participants in such Benefit Plan is or Plan and their beneficiaries in substantial compliance accordance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan or Plan. . (d) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would Seller, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a material tax on prohibited transactions imposed by any risk of liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Seller has not incurred, nor will incur, any liability under Title IV Plan has any Unfunded Vested Accrued Benefits; of ERISA to the PBGC or to a “multiemployer plan” (ii) no ERISA Event or event described as defined in Section 4062(e4001(a)(3) of ERISA) with respect to any employee benefit plan sponsored or contributed to by any member (other than Seller) of a controlled group of corporations (within the meaning of Section 414(b) of the Code) or a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code) which includes Seller. Seller is not, nor has been at any time since its inception, a “substantial employer” as such term is defined in Section 4001(a)(2) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected “multiemployer plan”. (e) No transaction contemplated by this Agreement, including the sale of the Assets, will result in liability to occur; the PBGC under ERISA. (iiif) there There are no pendingactions, suits, or to the knowledge of any Borrower, threatened claims (other than routine claims for benefits in benefits) pending, and to the normal course)Knowledge of Seller, sanctionsno such actions, actions suits, or lawsuitsclaims are threatened and there are no set of facts that would give rise to any such actions, asserted suits or instituted claims against or relating to any Benefit Plan or the assets thereof. (g) No Qualified Benefit Plan or related trust has had a “reportable event” as such term is defined in ERISA, nor has any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower such plan or any Related Company has incurred “fiduciary” or reasonably expects to incur “party-in-interest” or “disqualified person” entered into any liability “prohibited transaction” as a result of a complete such terms are defined in ERISA or partial withdrawal from a Multiemployer Plan; the Code, or breached its fiduciary obligations. (vh) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside Complete and correct copies of the "controlled group" following documents have been furnished to Purchaser: (within i) summary of the meaning Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of Section 4001(a)(14each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; and (i) Seller does not have a Qualified Plan for its Employees which requires the filing of ERISA) of such Borrower or any Related Company; Form 5500 and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyschedules thereto.

Benefit Plans; ERISA. No Borrower (a) Section 3.13(a) of the Company Disclosure Schedule lists each Benefit Plan together with a brief description of the type of plan and benefit provided thereunder. The Company has no commitment, proposal, or communication to employees regarding the creation of an additional Plan or any Related increase in benefits under any Benefit Plan. The Company maintains has provided to Parent (i) a copy of each Benefit Plan (including amendments) or, where substantially similar arrangements exist, a sample copy and a list of persons participating in such arrangement, (ii) the most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent annual trustee's report for each Benefit Plan funded through a trust or contributes the most recent annual report of the custodian holding the assets for such Benefit Plan. (b) Neither the Company, any ERISA Affiliate nor predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan other than those listed on Schedule 6.1(o). or multiemployer plan (as defined in Section (3)(37) or 4001(a)(3) of ERISA) and no condition exists that presents a material risk to the Company or an ERISA Affiliate of incurring a liability under Title IV of ERISA. (c) Each Benefit Plan is has been operated and administered in substantial compliance all material respects in accordance with ERISA to the extent that ERISA is applicable, and no Borrower its terms or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISAapplicable Legal Requirements currently in effect and, as of the Effective Date, will be in material compliance, in form and operation, with all Legal Requirements (including but not limited to ERISA and the Code) currently in effect as required by the Internal Revenue Service and any other applicable Governmental or Regulatory Authority. No material liability The reserves reflected in the December 31, 2001 Company Financial Statements for the obligations of the Company under all Benefit Plans are adequate and were determined in accordance with GAAP. Neither the Company nor, to the PBGC Knowledge of the Company, any other Person, has any express or implied commitment, whether legally enforceable or not, to continue (for any period), modify, change or terminate any Company Benefit Plan, other than (i) with respect to a Multiemployer modification, change or termination required by ERISA or the Code, or (ii) as set forth in Section 3.13 of the Company's Disclosure Schedule. (d) Each plan intended to be a Qualified Plan has beenreceived a determination or an opinion letter from the Internal Revenue Service regarding the qualified status of such Qualified Plan under Section 401(a) of the Code and no notice has been received from the Internal Revenue Service or any Governmental or Regulatory Authority questioning or challenging such qualified status, and the Company does not have any Knowledge of any facts that would adversely affect the qualified status of such Qualified Plan. (e) No Benefit Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any ERISA Affiliate beyond their termination of service (other than (i) coverage mandated by applicable law, (ii) benefits under such Benefit Plan (e.g., disability benefits or retirement benefits provided under a life insurance program), (iii) deferred compensation benefits accrued as liabilities on the books of the Company or any ERISA Affiliate or (iv) benefits the full cost of which is borne by any current or former employee (or his or her beneficiary)). To the Company's Knowledge, the Company is in compliance with (1) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and (2) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended. (f) The consummation of the transactions contemplated by this Agreement will not, either immediately or upon the occurrence of any event thereafter, (i) entitle any current or former employee or officer or director of the Company or any ERISA Affiliate to severance pay, unemployment compensation or any other payment pursuant to an existing Company plan or agreement, or is expected (ii) accelerate the time of payment or vesting, or increase the amount of compensation otherwise due any such individual. (g) There are no pending or, to the Knowledge of the Company, anticipated or threatened claims by or on behalf of any Benefit Plan, by any Borrower to be, incurred by such Borrower employee or beneficiary covered under any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of otherwise involving any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than routine claims for benefits in the normal coursebenefits), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower (a) Section 3.12(a) of the Disclosure Schedule (i) contains a true and complete list of each Benefit Plan, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. The Company maintains has no scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed to Employees, made the subject of representations to Employees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 3.12(a) of the Disclosure Schedule, no loan is outstanding between the Company and any Related Employee. (b) The Company maintains none nor is it obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retired or other terminated Employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or other applicable law. (c) Except as set forth in Section 3.12(c) of the Disclosure Schedule, each Benefit Plan covers only Employees (or former Employees or beneficiaries with respect to service with Company in connection with the Business), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither Company nor any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to, on behalf of any Employee, any “multiemployer plan”, as that term is defined in Section 4001 of ERISA. Neither the Company nor any ERISA Affiliate sponsors or maintains any Pension Benefit Plan subject to the provisions of Title IV of ERISA or Code Section 412. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all material respects in compliance with, and the Company has not received any claim or notice asserting that a any such Benefit Plan is not in compliance with, the documents governing such Benefit Plan and with all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. No material liability A favorable IRS determination letter or opinion letter has been issued with respect to each Qualified Plan and to the PBGC knowledge of the Stockholders and the Company no condition exists that presents a material risk of the revocation of such letter. Each Benefit Plan which is intended to provide for the deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of afford other Tax benefits complies in all such listed Benefit Plans, together material respects with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) Neither the Company nor any of its ERISA Affiliates is in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract, which default could result, directly or indirectly, in any liability to the Company. All contributions and other payments required to be made by Company or any ERISA Affiliate to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no outstanding liabilities (excluding liabilities that are not yet due and payable) of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. . (g) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would Company or any ERISA Affiliate, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. (h) No transaction contemplated by this Agreement will result in liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, or otherwise, with respect to the Parent or any corporation or organization controlled by or under common control with Parent within the meaning of Section 4001 of ERISA, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Parent or any such corporation or organization. No “reportable event” within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plans. No termination re-establishment or spin-off has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. (i) Except as disclosed in Section 3.12(i) of the Disclosure Schedule, no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) There are no pending or, to the knowledge of the Stockholders or the Company, threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Parent or any fiduciary of any such Benefit Plan, nor, to the knowledge of Company, is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) Complete and correct copies of the following documents have been made available to Parent prior to the execution of this Agreement: (i) the Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan, if required under ERISA, and any similar descriptions of all other plans; (iii) the most recently filed Form 5500 annual reports for any such Benefit Plan, along with all attachments and schedules; and (iv) the most recent favorable determination letter issued with respect to each such Benefit Plan, if applicable. (m) Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e3.12(m) of ERISA with respect the Disclosure Schedule, no Employee is entitled to any Title IV Plan has occurred or is reasonably expected to occur; more than forty-five (iii45) there are no pending, or to the knowledge days of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability severance payments as a result of a complete any termination, other than any such payments required under applicable Federal or partial withdrawal from a Multiemployer Plan; (v) within state law. To the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside knowledge of the "controlled group" (within Company and the meaning of Section 4001(a)(14) of ERISA) of Stockholders, there are no such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyrequired payments.

Benefit Plans; ERISA. No Borrower (a) Section 4.11(a) of the Waccamaw Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans sponsored, maintained or contributed to by Waccamaw, any Waccamaw Subsidiary or any Related Company ERISA Affiliate, and identifies each such Benefit Plan that is a Qualified Plan and each such Benefit Plan that is a Defined Benefit Plan. (b) Except as set forth in Section 4.11(b) of the Waccamaw Disclosure Schedule, neither Waccamaw nor any of its Subsidiaries maintains or is obligated to provide benefits under any severance, life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (c) Except as set forth in Section 4.11(c) of the Waccamaw Disclosure Schedule, each Benefit Plan sponsored, maintained or contributed to by Waccamaw or any Waccamaw Subsidiary covers only employees who are employed by Waccamaw or its Subsidiaries (or former employees or beneficiaries with respect to service with Waccamaw or a Of its Subsidiaries), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Except as set forth in Section 4.11(d) of the Waccamaw Disclosure Schedule, neither Waccamaw, any of its Subsidiaries, and to the Knowledge of Waccamaw any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. In respect of each "multiemployer plan" in which Waccamaw, any Subsidiary or any ERISA Affiliate participates or contributes to, or has participated or contributed to, (i) neither Waccamaw, any Waccamaw Subsidiary nor, to the Knowledge of Waccamaw, any ERISA Affiliate has received any notice of any claim or demand for withdrawal liability or partial withdrawal liability, (ii) neither Waccamaw, any Waccamaw Subsidiary, nor to the knowledge of Waccamaw, any ERISA Affiliate has received any notice that any such plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, or that any such plan is or may become insolvent, and (iii) neither Waccamaw, any Waccamaw Subsidiary, nor to the Knowledge of Waccamaw, any ERISA Affiliate has material withdrawal liability (whether actual or potential). (e) Each of the Benefit Plans sponsored, maintained or contributed to by Waccamaw or any Waccamaw Subsidiary is, and its administration is and has been since inception, in compliance with ERISA and the Tax Code in all respects, except for such failures to comply which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Business or Condition of Waccamaw. Each Qualified Plan sponsored, maintained or contributed to by Waccamaw or any Waccamaw Subsidiary is qualified under Section 401(a) of the Code, and, if applicable, complies with the requirements of Section 401(k) of the Code. (f) All contributions and other payments required to be made by Waccamaw or any of its Subsidiaries to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other than those listed on Schedule 6.1(o). Each Benefit Plan is payments have been or will be set aside therefor and have been or will be reflected in substantial compliance Waccamaw Financial Statements in accordance with ERISA to GAAP. (g) To the extent that ERISA is applicableKnowledge of Waccamaw, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not transaction contemplated by this Agreement will result in compliance with ERISA. No material liability to the PBGC under Section 302(c)(11), 4062, 4063, 4064 or to a Multiemployer Plan has been4069 of ERISA, or is expected by otherwise, with respect to Waccamaw, any Borrower to be, incurred by such Borrower of its Subsidiaries or any Related Companycorporation or organization controlled by or under common control with Waccamaw or any of its Subsidiaries within the meaning of Section 4001 of ERISA. Copies of all such listed Benefit Plans, together with a copy Except as set forth in Section 4.11(g) of the latest form 5500 Waccamaw Disclosure Schedule, no "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plan maintained, sponsored or contributed to by Waccamaw, any Waccamaw Subsidiary or any ERISA Affiliate of either. Except as set forth and quantified in Section 4.11(g) of the Waccamaw Disclosure Schedule, no Defined Benefit Plan maintained, sponsored or contributed to by Waccamaw, any Waccamaw Subsidiary or any ERISA Affiliate of either has incurred any accumulated funding deficiency whether or not waived. (if anyh) for each such To the Knowledge of Waccamaw, there are no pending or threatened claims by or on behalf of any Benefit Plan, have been delivered by any Person covered thereby, or otherwise, which allege violations of Law which, individually or in the aggregate, could reasonably be expected to Agent. No Borrower result in Liability on the part of Old HomePlace, Waccamaw, any of its Subsidiaries or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms fiduciary of any such Benefit Plan. No Borrower Plan material to the Business or Condition of Waccamaw. (i) Except as set forth in Section 4.11(i) of the Waccamaw Disclosure Schedule, no employer securities, employer real property or other employer property is included in the assets of any Benefit Plan sponsored, maintained or contributed to by Waccamaw or any Related Company has engaged Waccamaw Subsidiary. (j) Except as disclosed in a prohibited transactionSection 4.11(j) of the Waccamaw Disclosure Schedule, the fair market value of the assets of each Defined Benefit Plan maintained, sponsored or contributed to by Waccamaw, any Waccamaw Subsidiary or any ERISA Affiliate of either, as defined in Section 4975 determined as of the Codelast day of the plan year of such plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Defined Benefit Plan maintained, sponsored or contributed to by Waccamaw, any Waccamaw Subsidiary or any ERISA Affiliate of either at said date and, to the Knowledge of Waccamaw, there have been no material changes in such values since said date. (k) No benefit under any Benefit Plan sponsored, maintained or contributed to by Waccamaw or any Waccamaw Subsidiary, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement either alone or in conjunction with any subsequent event or occurrence. (l) No event has occurred, and there exists no condition or set of circumstances in connection with any Benefit Plan, under which would Waccamaw or any Subsidiary, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth in Schedule 6.1(o): . (m) Complete and correct copies of the following documents have been furnished to Old HomePlace prior to the execution of this Agreement: (i) the Benefit Plans sponsored, maintained or contributed to by Waccamaw or any Waccamaw Subsidiary and any related trust agreements and insurance contracts; (ii) current summary descriptions of each such Benefit Plan subject to ERISA; (iii) the most recent Form 5500 and Schedules thereto for each such Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of the IRS with respect to the qualified status of each Qualified Plan sponsored, maintained or contributed to by Waccamaw or any Waccamaw Subsidiary; (v) the most recent accountings with respect to any such Benefit Plan funded through a trust; and (vi) the most recent actuarial report of the qualified actuary of any Defined Benefit Plan sponsored, maintained or contributed to by Waccamaw, any Subsidiary, or any ERISA Affiliate of either or any other Benefit Plan sponsored, maintained or contributed to by Waccamaw, any Subsidiary, or any ERISA Affiliate of either with respect to which actuarial valuations are conducted. (n) With respect to any insurance policy providing funding for benefits under any Benefit Plan, (i) there is no Title IV Plan has Liability of Waccamaw or any Unfunded Vested Accrued Benefits; of its Subsidiaries, in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent Liability, nor would there be any such Liability if such insurance policy was terminated on the date hereof, (ii) no ERISA Event insurance company issuing any policy is in receivership, conservatorship, liquidation or event described in Section 4062(e) similar proceeding and, to the knowledge of ERISA Waccamaw or any of its Subsidiaries, no such proceedings with respect to any Title IV Plan insurer are imminent. (o) Neither Waccamaw nor any of its Subsidiaries has occurred any Liability under ERISA or is reasonably expected the Tax Code or otherwise with respect to occur; (iii) there are no pendingbenefit plans maintained by Georgetown Industries, Inc., Georgetown Steel Corporation or to the knowledge any of any Borrower, threatened claims their current or former Affiliates (other than claims for benefits in the normal courseWaccamaw and its Subsidiaries). No other trade or business is or, sanctionsat any time since October 6, actions or lawsuits1995, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability been treated, together with Waccamaw and its Subsidiaries, as a result of a complete or partial withdrawal from a Multiemployer Plan; (vsingle employer under Section 414(t) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Tax Code or Section 4001(a)(14) 4001 of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower (a) Section 3.12(a) of the Disclosure Schedule lists each Benefit Plan together with a brief description of the type of plan and benefit provided thereunder. Neither Prime Staff nor MMSO has any commitment, proposal, or communication to employees regarding the creation of an additional Plan or any Related Company maintains increase in benefits under any Benefit Plan. Each of Prime Staff and MMSO has provided to Parent (i) a copy of each Benefit Plan (including amendments) and a list of persons participating in such arrangement, (ii) the three most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee’s report for each Benefit Plan funded through a trust. (b) Neither Prime Staff, MMSO, an ERISA Affiliate or contributes predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan other than those listed on Schedule 6.1(o). or multiemployer plan (as defined in Section (3)(37) or 4001(a)(3) of ERISA) and no condition exists that presents a material risk to any of Prime Staff, MMSO or an ERISA Affiliate of incurring a liability under Title IV of ERISA. (c) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and, as of the Closing Date, will be in full compliance, in form and operation, with all applicable laws (including but not limited to ERISA and the Code). The reserves reflected in the Company Financial Statements for the obligations of each of Prime Staff and MMSO, as appropriate, under all Benefit Plans are adequate and were determined in accordance with GAAP. (d) Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code and nothing has occurred since the issuance of that letter which would adversely affect such qualified status or the plan sponsor’s ability to rely on such determination letter. (e) No Benefit Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Prime Staff, MMSO or any ERISA Affiliate beyond their termination of service (other than (i) coverage mandated by applicable law, (ii) benefits under a Qualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of Prime Staff, MMSO or any ERISA Affiliate or (iv) benefits the full cost of which is in substantial compliance with borne by any current or former employee (or his or her beneficiary)). (f) The consummation of the transactions contemplated by this Agreement will not, either immediately or upon the occurrence of any event thereafter, (i) entitle any current or former employee, manager, partner, officer or director of Prime Staff, MMSO or any ERISA Affiliate to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation otherwise due any such individual. (g) There are no pending or, to the extent that ERISA is applicableKnowledge of the Sellers, and no Borrower anticipated or threatened claims by or on behalf of any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has beenPlan, or is expected by any Borrower to be, incurred by such Borrower employee or beneficiary covered under any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of otherwise involving any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than routine claims for benefits in the normal coursebenefits), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower (a) SECTION 2.15(a) OF THE DISCLOSURE SCHEDULE (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Except as disclosed in SECTION 2.15(a) OF THE DISCLOSURE SCHEDULE, neither the Company maintains nor any Subsidiary has scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations by the Seller, Company or any Related Subsidiary to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in SECTION 2.15(a) OF THE DISCLOSURE SCHEDULE, no loan is outstanding between the Company or any Subsidiary and any employee. In addition, except as disclosed in SECTION 2.15 OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below): (b) Neither the Company nor any Subsidiary maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in SECTION 2.15(c) OF THE DISCLOSURE SCHEDULE, each Benefit Plan covers only employees who are employed by the Company or a Subsidiary (or former employees or beneficiaries with respect to service with the Company or a Subsidiary), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither the Company, any Subsidiary, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all material respects in compliance with, and neither the Company nor any Subsidiary has received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability Each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) Neither Seller, the Company nor any Subsidiary is in default in performing any of ERISA its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Seller, the Company or any Subsidiary to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. . (g) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would the Company or any Subsidiary, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) No transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA ERISA, or otherwise, with respect to the Company, any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pendingSubsidiary, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan Purchaser or any Person as fiduciary corporation or sponsor of organization controlled by or under common control with any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (foregoing within the meaning of Section 4001(a)(14) 4001 of ERISA, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Purchaser, the Company, any Subsidiary or any such corporation or organization. No "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plan. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. (i) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) There are no pending or threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser, the Company, any Subsidiary or any fiduciary of any such Benefit Plan, nor is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) The fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such Borrower plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Subject Defined Benefit Plan at said date and, to the Knowledge of Seller, there have been no material changes in such values since said date. (m) Complete and correct copies of the following documents have been furnished to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans and any Related Company; predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Benefit Plan funded through a trust; (vi) no liability under the most recent actuarial report of the qualified actuary of any Title IV Subject Defined Benefit Plan has been satisfied or any other Benefit Plan with the purchase of a contract respect to which actuarial valuations are conducted; and (vii) all qualified domestic relations orders or other orders governing payments from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyany Benefit Plan.

Benefit Plans; ERISA. No Borrower (a) The Disclosure Schedule contains a true and complete list of each of the Benefit Plans. (b) Except as disclosed in the Disclosure Schedule, neither the Company nor any Subsidiary maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. The Disclosure Schedule contains a true and complete list of all retirees and other terminated employees who are receiving pension or retiree medical benefits as of August 1, 2001. (c) Except as disclosed in the Disclosure Schedule, neither the Company, any Subsidiary, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to or has any obligation to contribute to or has any liability (contingent or otherwise) to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. (d) Each of the Benefit Plans and its administration is currently in compliance with ERISA and the Code and all other applicable Laws and with any applicable collective bargaining agreement in all material respects, and no statement, either written or oral, has been made by the Company or any Related director or officer of the Company maintains or contributes or, to the Knowledge of the Shareholders and the Company, any other Person with regard to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance accordance with ERISA. No the terms of such Plan. (e) The Company and its Subsidiaries have performed, in all material respects, all of their obligations under all Benefit Plans, and all contributions and other payments required to be made by the Company or any Subsidiary to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in the Financial Statements in accordance with GAAP. (f) To the Knowledge of Shareholders and the Company, no transaction contemplated by this Agreement will result in material liability to the PBGC or to a Multiemployer Plan has beenotherwise under Section 302(c)(11), 4062, 4063, 4064 or 4069 of ERISA, or is expected by any Borrower to beotherwise, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to the Company, any Title IV Plan has occurred Subsidiary, any ERISA Affiliate or is reasonably expected to occur; any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA. (iiig) there There are no pending, or to the knowledge Knowledge of any BorrowerShareholders and the Company, threatened claims (other than claims for benefits in the normal course), sanctions, actions by or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor on behalf of any Benefit Plan; (iv) no Borrower , or by any Person covered thereby, other than ordinary claims for benefits submitted by participants or beneficiaries, which, individually or in the aggregate, could result in material liability on the part of Atmos, the Company, any Subsidiary or any Related Company has incurred fiduciary of any such Benefit Plan. (h) Except as disclosed in the Disclosure Schedule, no employer securities, employer real property or reasonably expects to incur other employer property is included in the assets of any liability Benefit Plan. (i) The Disclosure Schedule correctly sets forth, for each Subject Defined Benefit Plan, as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside day of the "controlled group" plan year of such plan which coincides with or first precedes the date of this Agreement, the fair market value of the assets of such plan and the actuarial present value of the benefit liabilities (within the meaning of as defined in Section 4001(a)(144001(a)(16) of ERISA) under such plan at such date as established on the basis of such Borrower the actuarial assumptions to be used to calculate present values under Section 417(e)(3)(A) of the Code. (j) The Company has delivered to Atmos: (i) all documents that set forth the terms of each Benefit Plan and of any related trust, including (A) all plan descriptions and summary plan descriptions of Benefit Plans for which Shareholders, the Company or any Related Subsidiary is required to prepare, file, and distribute plan descriptions and summary plan descriptions, and (B) all summaries and descriptions furnished to participants and beneficiaries regarding Benefit Plans for which a plan description or summary plan description is not required; (ii) all personnel, payroll, and employment manuals and policies; (iii) all collective bargaining agreements pursuant to which contributions have been made or obligations incurred (including both pension and welfare benefits) by the Company; , any Subsidiary and the ERISA Affiliates, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (iv) a written description of any Benefit Plan that is not otherwise in writing; (v) all insurance policies which were purchased by or to provide benefits under any Benefit Plan currently in force or for which the Company or any Subsidiary currently has any liability (contingent or otherwise); (vi) all Contracts with third party administrators, actuaries, investment managers, consultants, and other independent contractors that relate to any Benefit Plan currently in force or for which the Company or any Subsidiary currently has any liability (contingent or otherwise); (vii) all reports, including all discrimination testing reports and actuarial reports, submitted within the four years preceding the date hereof by third party administrators, actuaries, investment managers, consultants, or other independent contractors with respect to any Benefit Plan currently in force or for which the Company or any Subsidiary currently has any liability (contingent or otherwise); (viii) all notifications given within the four years preceding the date hereof to employees of their rights under Section 601 et seq. of ERISA, Section 4980B of the Code, Section 9801 et seq. of the Code, and under all other applicable federal and state laws regulating the notice requirements of Group Health Plans (as defined in Section 607(1) of ERISA); (ix) the Form 5500 filed in each of the most recent three plan years with respect to each Benefit Plan, including all schedules thereto and the opinions of independent accountants; (x) all notices or reports that were given by the Company, any Subsidiary or any ERISA Affiliate, or any Benefit Plan to the IRS, the PBGC or the DOL, pursuant to statute, within the four years preceding the date hereof, including notices that are expressly mentioned elsewhere in this Section 4.13; (xi) all notices that were given by the IRS, the PBGC, or the DOL to the Company, any Subsidiary, any ERISA Affiliate, or any Benefit Plan within the four years preceding the date hereof; and (xii) with respect to Benefit Plans that are Qualified Plans, the most recent determination letter for each such Plan. (k) Except as disclosed in the Disclosure Schedule, neither the Company, any Subsidiary, any ERISA Affiliate nor any Shareholder has engaged in or knowingly permitted to occur and, to the Knowledge of Shareholders and the Company, no liability other party has engaged in or permitted to occur any transaction prohibited by Section 406 of ERISA or "prohibited transaction" under Section 4975(c) of the Code with respect to any Title IV Company Plan, except for any transactions which are exempt under Section 408 of ERISA or Section 4975 of the Code. (l) Except for any formal written qualification requirement with respect to which the remedial amendment period set forth in Section 401(b) of the Code, and any regulations, rulings or other IRS releases thereunder, has not expired, (i) each Benefit Plan that is intended to be a Qualified Plan has been satisfied received a favorable determination letter from the IRS and is qualified in form and operation under Section 401(a) of the Code, and each trust for each such Plan is exempt from federal income tax under Section 501(a) of the Code, and (ii) no event has occurred or circumstance exists that gives rise to disqualification or loss of tax-exempt status of any such Plan or trust. (m) Except as disclosed in the Disclosure Schedule, each Benefit Plan can be terminated without payment of any additional contribution or amount and, except for any vesting of benefits of a Qualified Plan, without the vesting or acceleration of any benefits promised by such Plan. (n) Except as disclosed in the Disclosure Schedule, no event has occurred or circumstance exists that could result in a material increase in premium costs of Benefit Plans that are insured, or a material increase in benefit costs of such Plans that are self-insured. (o) Except as disclosed in the Disclosure Schedule, the Company and the Subsidiaries have the right to modify and terminate benefits as to retirees (other than pensions) with respect to both retired and active employees. (p) Except as disclosed in the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not result in the payment, vesting, or acceleration of any benefit, assuming that no Benefit Plan is terminated, in connection with the purchase of a contract from an insurance company that is not rated AAA transactions contemplated by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencythis Agreement.

Benefit Plans; ERISA. No Borrower (a) Section 3.11(a) of the HomePlace Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans and identifies each of the Benefit Plans that is a Qualified Plan and each of the Benefit Plans that is a Defined Benefit Plan. (b) Other than the Debtors' severance and retention plan approved by the Bankruptcy Court, neither Old HomePlace or any Related Company of its Subsidiaries maintains or is obligated to provide benefits under any severance, life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (c) Except as set forth in Section 3.11(c) of the HomePlace Disclosure Schedule, each Benefit Plan covers only employees who are employed by Old HomePlace or its Subsidiaries (or former employees or beneficiaries with respect to service with Old HomePlace or a Subsidiary), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Except as set forth in Section 3.11(d) of the HomePlace Disclosure Schedule, neither Old HomePlace, any of its Subsidiaries, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. In respect of each "multiemployer plan" in which Old HomePlace, any Subsidiary o any ERISA Affiliate participates or contributes to, or has participated or contributed to, (i) neither Old HomePlace, any Old HomePlace Subsidiary nor any ERISA Affiliate has received any notice of any claim or demand for withdrawal liability or partial withdrawal liability, (ii) neither Old HomePlace, any Old HomePlace Subsidiary nor any ERISA Affiliate has received any notice that any such plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, or that any such plan is or may become insolvent, and (iii) neither Old HomePlace, any Old HomePlace Subsidiary nor any ERISA Affiliate has material withdrawal liability (whether actual or potential). (e) Except as set forth in Section 3.11(e) of the HomePlace Disclosure Schedule, each of the Benefit Plans, other than the Benefit Plans maintained or sponsored by PHD, Inc. or The Coral Company, is, and its administration is and has been since inception, in compliance with ERISA and the Tax Code in all respects, except for such failures to comply which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Business or Condition of Old HomePlace. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with the requirements of Section 401(k) of the Code. (f) Except for Claims that will be discharged pursuant to the Plan or the 21 - 15 - Confirmation Order, all contributions and other payments required to be made by Old HomePlace or any of its Subsidiaries to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other than those listed on Schedule 6.1(o). Each Benefit Plan is payments have been or will be set aside therefor and have been or will be reflected in substantial compliance Financial Statements in accordance with ERISA GAAP. (g) Except for Claims that will be discharged pursuant to the extent that ERISA is applicablePlan or the Confirmation Order, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC Knowledge of Old HomePlace, there are no pending or to a Multiemployer Plan has been, threatened claims by or is expected by on behalf of any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered by any Person covered thereby, or otherwise, which allege violations of Law which, individually or in the aggregate, could reasonably be expected to Agent. No Borrower result in Liability on the part of Waccamaw, Old HomePlace, of any of their Subsidiaries or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms fiduciary of any such Benefit Plan material to the Business or Condition of Old HomePlace. (h) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, . (i) Except as defined set forth in Section 4975 3.11(i) of the CodeHomePlace Disclosure Schedule, none of Old HomePlace and its ERISA Affiliates (as determined now or during the previous five years) have ever contributed to or maintained a Defined Benefit Plan. (j) Except as disclosed in Section 3.11(j) of the HomePlace Disclosure Schedule and for Claims that will be discharged pursuant to the Plan or the Confirmation Order, no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement either alone or in conjunction with any subsequent event or occurrence. (k) No event has occurred, and there exists no condition or set of circumstances in connection with any Benefit Plan, under which would Old HomePlace or any Subsidiary, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA or Section 4975 of the Code. Except as set forth in Schedule 6.1(o): . (l) Complete and correct copies of the following documents have been made available to Waccamaw prior to the execution of this Agreement: (i) the Benefit Plans and any related trust agreements and insurance contracts; (ii) current summary Benefit Plan descriptions of each Benefit Plan subject to ERISA; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of the IRS with respect to the qualified status of each Qualified Plan; and (v) the most recent accountings with respect to any Benefit Plan funded through a trust. (m) With respect to any insurance policy providing funding for benefits under any Benefit Plan, (i) there is no Title IV Plan has Liability of Old HomePlace or any Unfunded Vested Accrued Benefits; of its Subsidiaries, in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent Liability, nor would there be any such Liability if such insurance policy was terminated on the date hereof, (ii) no ERISA Event insurance company issuing any policy is in receivership, conservatorship, liquidation or event described in Section 4062(e) similar proceeding and, to the knowledge of ERISA Old HomePlace or any of its Subsidiaries, no such proceedings with respect to any Title IV Plan insurer are imminent. (n) Neither Old HomePlace nor any of its Subsidiaries has occurred any Liability under ERISA or is reasonably expected the Tax Code or otherwise with respect to occur; (iii) there are no pendingbenefit plans maintained by PHD, Inc., The Coral Company or to the knowledge any of any Borrower, threatened claims their current or former Affiliates (other than claims for benefits in the normal courseOld HomePlace and its Subsidiaries). No other trade or business is or, sanctionsat any time since October 6, actions or lawsuits1995, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability been treated, together with Old HomePlace and its Subsidiaries, as a result of a complete or partial withdrawal from a Multiemployer Plan; (vsingle employer under Section 414(t) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Tax Code or Section 4001(a)(14) 4001 of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower or any Related Company maintains or contributes to any (a) Section 2.13(a) of the Disclosure Schedule contains a true and complete list and description as of the date hereof of each Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for identifies each such Benefit Plan that is a Qualified Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due . (b) Except as required by either set forth in Section 412 2.13(b)(1) of the Code Disclosure Schedule, neither the Company nor any domestic Subsidiary maintains or Section 302 is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction1985, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Codeamended ("COBRA"). Except as set forth in Section 2.13(b)(2) of the Disclosure Schedule 6.1(o): (iwhich schedule may be prepared by Parent within 30 days of the date of this Agreement) no Title IV Plan has foreign subsidiary maintains or is obligated to provide benefits under any Unfunded Vested Accrued Benefits; life, medical or health plan (iiother than as an incidental benefit under a Qualified Plan) no ERISA Event which provides benefits to retirees or event described other terminated employees other than benefit continuation rights under COBRA (c) Except as set forth in Section 4062(e2.13(c) of ERISA the Disclosure Schedule, each Benefit Plan covers only employees who are employed by the Company or a Subsidiary (or former employees or beneficiaries with respect to service with the Company or a Subsidiary), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any Title IV such plan. (d) Except as set forth in Section 2.13(d) of the Disclosure Schedule, neither the Company, any Subsidiary, any Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA (an "ERISA Affiliate") has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. Except as set forth in Section 2.13(d) of the Disclosure Schedule, with respect to each such "multiemployer plan" in which the Company, any Subsidiary or any ERISA Affiliate participates or has participated within the last five years, (A) neither the Company nor any Subsidiary or ERISA Affiliate has withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability; (B) neither the Company nor any Subsidiary or ERISA Affiliate has received any notice that any such plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, or that any such plan is insolvent; and (C) neither the Company nor any Subsidiary or ERISA Affiliate has failed to make any required contributions. (e) Each Benefit Plan is, and its administration is and has occurred been since inception, in compliance with ERISA and the Code in all respects, except for such failures to comply which, individually or is in the aggregate, could not reasonably be expected to occur; result in a material liability. (iiif) All contributions and other payments required to be made by Parent, the Company or any Subsidiary to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in the Company's financial statements in accordance with GAAP. (g) To the Knowledge of Parent, no transaction contemplated by this Agreement will result in material liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, with respect to the Company, any Subsidiary or any ERISA Affiliate. (h) To the Knowledge of Parent, there are no pending, pending or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions by or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor on behalf of any Benefit Plan; , by any Person covered thereby, or otherwise, which allege violations of Laws which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Business or Condition of the Company. (ivi) Except as set forth on Section 2.13(i) of the Disclosure Schedule, no Borrower event has occurred and no condition exists that (i) could subject the Company or any Related Company has incurred ERISA Affiliate to any material tax, fine or reasonably expects penalty imposed by ERISA, the Code or other applicable laws, rules and regulations including, but not limited to incur any liability as the taxes imposed by Code sections 4971, 4972, 4975, 4977, 4979, 4980B, 4976(a) or fines imposed by ERISA sections 409 and 502(c) or (ii) could be deemed a result of a complete or partial withdrawal from a Multiemployer Plan; (v) reportable event within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside meaning of ERISA section 4043 which could result in a material liability to the "controlled group" Company or any member of its Controlled Group (within the meaning of Section 4001(a)(14414 of the Code) and no condition exists which could subject the Company or any member of its Controlled Group to a material fine under ERISA section 4071. (j) Except as set forth on Section 2.13(j) of ERISAthe Disclosure Schedule, no Benefit Plan exists which could result in the payment to any Company or Subsidiary employee of any money or other property or rights or accelerate or provide any other rights or benefits to any Company or Subsidiary employee as a result of the transaction contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of Code section 280G. (k) Except as set forth on Section 2.13(k) of such Borrower or any Related Company; and (vithe Disclosure Schedule, with respect to each Benefit Plan which is not a multiemployer plan within the meaning of section 4001(a)(3) no liability under any of ERISA but is subject to Title IV of ERISA, as of October 1, 1995, the most recent valuation date, the assets of each such Benefit Plan has been satisfied with are at least equal in value to the purchase present value of the accrued benefits (vested and unvested) of the participants in such Benefit Plan on a contract from an insurance company that is not rated AAA by termination and projected basis, based on the Standard & Poor's Corporation or actuarial methods and assumptions indicated in the equivalent by another nationally recognized rating agencymost recent actuarial valuation reports dated June 1996.

Benefit Plans; ERISA. No Borrower (a) Part 2.20 of the Contributing Stockholder Disclosure Schedule contains an accurate and complete list of all Employee Benefit Plans contributed to, maintained or any Related sponsored by the Contributing Stockholder, which cover the Business Employees. With respect to each Employee Benefit Plan required to be identified in Part 2.20 of the Contributing Stockholder Disclosure Schedule, the Contributing Stockholder has provided the Company maintains with or contributes made available to the Company true, complete, and correct copies, to the extent applicable, of all material documents pursuant to which the Employee Benefit Plans are maintained, funded and administered. With respect to any Employee Benefit Plan other than those listed identified on Part 2.20 of the Contributing Stockholder Disclosure Schedule 6.1(o). Each that includes a cash or deferred arrangement under Section 401(k) of the Code: (i) each such Employee Benefit Plan is being and has at all times been operated and administered in compliance with the provisions thereof and in compliance with all applicable reporting, disclosure and other requirements of ERISA and the Code and all other applicable Legal Requirements; (ii) each such Employee Benefit Plan has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the Code; and (iii) no condition or circumstance exists, and no event has occurred or might reasonably be expected to occur as a result of transactions contemplated by this Agreement or otherwise, that could reasonably be expected to give rise directly or indirectly (with or without notice or lapse of time) to any Liability to any Person (other than routine claims for benefits), the Internal Revenue Service or any other Governmental Body. (b) The transactions contemplated by this Agreement will not result in any additional payments to, or increase the vested interest of, any Business Employee or their dependents under any Employee Benefit Plan. All salaries and bonuses, deferred compensation and any other payments pursuant to any Employee Benefit Plan that are due and payable as of the Effective Time have been paid by the Contributing Stockholder, and all year-end and/or merit bonuses to Business Employees with respect to performance for the fiscal year ended May 31, 2001 have been paid by the Contributing Stockholder as of the Effective Time. Each Employee Benefit Plan has been established, maintained and administered in substantial compliance with ERISA its terms and all related documents or agreements, and in substantial compliance with applicable provisions of ERISA, the Code, and other applicable Legal Requirements, except to the extent that any such noncompliance would not give rise to any Liabilities other than Excluded Liabilities. (c) With respect to each Contributing Stockholder Employee Benefit Plans that is an “employee pension benefit plan” as defined under Section 3(2) of ERISA and is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability subject to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code Title IV or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower Section 412 or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 4971 of the Code, in connection with any Code no Liability (other than premiums to the Pension Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): Guarantee Corporation (i“PBGC”)) no under Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred been or is reasonably expected to occur; be incurred by the Contributing Stockholder or any ERISA Affiliate of the Contributing Stockholder. Part 2.20 of the Contributing Stockholder Disclosure Schedule lists each Business Employee who is entitled to receive pension benefits pursuant to each Contributing Stockholder Employee Benefit Plans referred to in the preceding sentence of this Section 2.20(c). (iiid) there are no pendingWith respect to any “group health plan” (as defined in Section 5000(b)(1) of the Code) listed on Part 2.20 of the Contributing Stockholder Disclosure Schedule, following the Closing Date the Contributing Stockholder shall continue to maintain and sponsor a group health plan and the Contributing Stockholder shall be solely responsible for continuation coverage pursuant to Section 4980B of the Code (“COBRA”) for any covered Business Employee and associated qualified beneficiaries who incurs a qualifying event (as described in Section 4980B(f)(3) of the Code) on or before the Closing Date and who elects COBRA continuation coverage pursuant to Section 4980B(f)(5) of the Code. (e) The Company shall not be liable or otherwise responsible to any extent for any accrued or unaccrued Liability (including, but not limited to, any underfunding, withdrawal liability, penalties, excise taxes, penalties, judgments, or to the knowledge of any Borrower, threatened claims (other than claims for benefits obligations) whether currently existing or accrued or otherwise discovered or accrued in the normal course)future, sanctions, actions or lawsuits, asserted or instituted against with respect to any Employee Benefit Plan maintained, sponsored or otherwise contributed to by Contributing Stockholder or any Person ERISA Affiliate of Contributing Stockholder (collectively referred to as fiduciary or sponsor of any “Employee Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyLiabilities”).

Benefit Plans; ERISA. No Borrower (a) SECTION 2.13(a) OF THE DISCLOSURE SCHEDULE contains a true and complete list and description of each of the Benefit Plans, and identifies each of the Benefit Plans that is a Qualified Plan. (b) Except as disclosed in SECTION 2.13(b) OF THE DISCLOSURE SCHEDULE, neither MPC, the Company, any Subsidiary, nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA and incurred any withdrawal liability, as that term is defined in Section 4201 of ERISA, for any plan of the type described in Sections 4063 and 4064 of ERISA or in Section 413 of the Code (and regulations promulgated thereunder). (c) Each of the Benefit Plans is, and its administration is and has been since inception, in compliance with its terms and, where applicable, with ERISA and the Code in all respects, except for such failures to comply which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Business or Condition of MPC and the Company. (d) All contributions and other payments required to be made by Seller, MPC, the Company or any Related Company maintains Subsidiary or contributes any ERISA Affiliate as defined in SECTION 12.01 hereof to any Benefit Plan other than those listed on Schedule 6.1(o)with respect to any period ending before or at or including the Closing Date have been or will be made. Each Except as disclosed in SECTION 2.13(d) OF THE DISCLOSURE SCHEDULE all benefit obligations and liabilities under any Benefit Plan is have been or will be reflected in substantial compliance Financial Statements in accordance with ERISA GAAP. (e) Except as disclosed in SECTION 2.13(e) OF THE DISCLOSURE SCHEDULE, to the extent that ERISA is applicableKnowledge of Seller and MPC, and there are no Borrower pending claims by or on behalf of any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered by any employee, director, contractor or consultant of MPC (or a beneficiary of such an employee, director, contractor or consultant), which allege violations of Law which, individually or in the aggregate, could reasonably be expected to Agent. No Borrower result in liability on the part of Purchaser, MPC, the Company, any Subsidiary or any Related Company has failed to make ERISA Affiliate as defined in SECTION 12.01 hereof or any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms fiduciary of any such Benefit Plan. No Borrower Plan material to the Business or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 Condition of MPC and the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Company. (f) Except as set forth in Schedule 6.1(o): SECTION 2.13(f) OF THE DISCLOSURE SCHEDULE, complete and correct copies of the following documents have been made available to the Purchaser prior to the execution of this Agreement: (i) no Title IV Plan has the Benefit Plans and any Unfunded Vested Accrued Benefits; related trust agreements and insurance contracts; (ii) no current summary Plan descriptions of each Benefit Plan subject to ERISA; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA Event reporting requirements; (iv) the most recent determination of the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent actuarial report of the qualified actuary of any Defined Benefit Plan or event described in Section 4062(eany other Benefit Plan with respect to which actuarial valuations are conducted; and (vi) of ERISA all Governmental or Regulatory Authority filings with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pendingreportable event, excise tax, or other extraordinary event that occurred within the past three years and was related to a Benefit Plan. (g) Except as set forth in SECTION 2.13(g) OF THE DISCLOSURE SCHEDULE, (i) neither MPC, the knowledge of Company nor any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against Subsidiary is obligated to pay any benefit under any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability solely as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside "change in control" as defined in 280G of the "controlled group" Code, (within ii) neither MPC, the meaning of Section 4001(a)(14Company, nor any Subsidiary is obligated to make any payment that would be disallowed as a deduction under 280G or 162(m) of ERISAthe Code, and (iii) neither this transaction, the Restructuring or the Divestiture shall increase the obligation of such Borrower MPC, the Company or any Related Company; and (vi) no liability Subsidiary to fund benefits accrued or benefits payable under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyBenefit Plan.

Benefit Plans; ERISA. No Borrower (a) Section 2.15(a) of the Disclosure Schedule (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was at any time a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related Company maintains predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Xxxxx has not scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 2.15(a) of the Disclosure Schedule, no loan is outstanding between Xxxxx and any Related Company employee. (b) Except as set forth in Section 2.15(b) of the Disclosure Schedule, Xxxxx does not maintain and is not obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in Section 2.15(c) of the Disclosure Schedule, each Benefit Plan covers only employees who are employed by Mears (or former employees or beneficiaries with respect to service with Xxxxx), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such Plan. (d) Neither Xxxxx nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan" as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all respects in compliance with, and Xxxxx has not received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability Each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) None of ERISA Shareholders or Xxxxx is in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Shareholders or Xxxxx to any Benefit Plan with respect to any period ending at the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. . (g) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would Xxxxx, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) No transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Section 302(c)(2), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA or otherwise, with respect to Xxxxx, Bancorp or any corporation or organization controlling, controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA, and no event or condition exists or has existed which could result in any such liability with respect to Bancorp, Xxxxx or any such corporation or organization. No "reportable event" within the meaning of Section 4043 of ERISA or the regulations thereunder has occurred with respect to any Title IV Defined Benefit Plans. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has occurred incurred any accumulated funding deficiency whether or is reasonably expected to occur; (iii) there are not waived. No filing has been made and no pendingproceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. Without limiting any other provision of this Section 2.15, to the knowledge of Shareholders, no event has occurred and no condition exists, with respect to any Borroweremployee benefit plan, threatened claims (program or arrangement, or other than claims for benefits in the normal course)plan, sanctionsprogram or arrangement covering independent contractors, actions that has subjected or lawsuitscould subject Xxxxx, asserted or instituted against any Benefit Plan or any Person successor thereto, to any tax, fine, penalty or other liability (other than a liability arising in the normal course to make contributions or payments, as fiduciary applicable, when ordinarily due under a Benefit Plan with respect to employees of Xxxxx). No event has occurred and no condition exists, with respect to any such plan, program or sponsor arrangement that could subject Bancorp or any of its Affiliates, or any Benefit Plan maintained by Bancorp or any of its Affiliates, to any tax, fine, penalty or other liability, that would not have been incurred by Bancorp or any of its Affiliates, or any such plan, program or arrangement, but for the transactions contemplated hereby. (i) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement except as disclosed on Section 2.15(i) of the Disclosure Schedule. No "excess parachute payment" under Section 280G of the Code will arise, directly or indirectly, by virtue of the transactions contemplated hereby. (j) To the knowledge of Shareholders, there are no pending or threatened claims by or on behalf of any Benefit Plan; , by any person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Bancorp, Xxxxx or any fiduciary of any such Benefit Plan, nor is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) The fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Defined Benefit Plan at said date and, to the knowledge of Shareholders, there have been no material changes in such values since said date. (m) Complete and correct copies of the following documents to the extent they exist have been furnished to Bancorp prior to the execution of this Agreement: (i) the Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) no Borrower or any Related Company has incurred or reasonably expects the most recent determination of the IRS with respect to incur any liability as a result the qualified status of a complete or partial withdrawal from a Multiemployer each Qualified Plan; ; (v) within the last five years no Title IV most recent accountings with respect to any Benefit Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and funded through a trust; (vi) no liability under the most recent actuarial report of the qualified actuary of any Title IV Subject Defined Benefit Plan has been satisfied or any other plan with the purchase of a contract respect to which actuarial valuations are conducted; and (vii) all qualified domestic relations orders or other orders governing payments from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyany Benefit Plan.

Benefit Plans; ERISA. No Borrower (a) Section 3.13(a) of the HCI Disclosure Schedule lists each Benefit Plan together with a brief description of the type of plan and benefit provided thereunder. The Company does not have any commitment, proposal, or communication to employees regarding the creation of an additional Benefit Plan or any Related increase in benefits under any Benefit Plan. The Company maintains has provided to Parent (i) a copy of each Benefit Plan (including amendments) or, where substantially similar arrangements exist, a sample copy and a list of persons participating in such arrangement, (ii) the most recent annual report on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee's report for each Benefit Plan funded through a trust. (b) Neither the Company, an ERISA Affiliate nor any predecessor thereof has ever maintained, contributed to or contributes been obligated to contribute to any Defined Benefit Plan other than those listed on Schedule 6.1(o). or multiemployer plan (as defined in Section (3)(37) or 4001(a)(3) of ERISA) and no condition exists that presents a material risk to the Company or an ERISA Affiliate of incurring a liability under Title IV of ERISA. (c) Each Benefit Plan is has been operated and administered in substantial compliance all material respects in accordance with its terms and, as of the Closing Date, will be in material compliance, in form and operation, with all applicable laws (including but not limited to ERISA to and the extent that ERISA is applicable, Code). The reserves reflected in the HCI Financial Statements for the obligations of the Company under all Benefit Plans are adequate and no Borrower or any Related were determined in accordance with GAAP. (d) Each Qualified Plan utilized by the Company has received any notice asserting a determination letter from the Internal Revenue Service confirming that a it qualifies as to form under Section 401(a) of the Code and, to the Knowledge of HCI, nothing has occurred since the issuance of that letter which would adversely affect such qualified status or the plan sponsor's ability to rely on such determination letter. (e) No Benefit Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any ERISA Affiliate beyond their termination of service (other than (i) coverage mandated by applicable law, (ii) benefits under a Qualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of the Company or any ERISA Affiliate or (iv) benefits the full cost of which is not in compliance with ERISA. No borne by any current or former employee (or his or her beneficiary)). (f) The consummation of the transactions contemplated by this Agreement will not, (i) entitle any current or former employee, officer, director or partner of the Company or any ERISA Affiliate to severance pay, or any other material liability payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation otherwise due any such individual. (g) There are no pending or, to the PBGC Knowledge of HCI, anticipated or to a Multiemployer Plan has beenthreatened claims by or on behalf of any Benefit Plan, or is expected by any Borrower to be, incurred by such Borrower employee or beneficiary covered under any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of otherwise involving any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal coursebenefits), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower (a) The Sellers have heretofore delivered to Purchaser true and complete copies of each of the Companies' Benefit Plans, which Plans are listed on Schedule 2.16 of the Disclosure Schedule, and have made copies of all related documentation (such as summary plan descriptions, annual reports, trust agreements, determination letters, audit reports, and domestic relations orders) available for review by Purchaser and its representatives. Except as set forth in Schedule 2.16 of the Disclosure Schedule, none of the Companies has scheduled or any Related Company maintains agreed upon future increases of benefit levels (or contributes creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. (b) Except as set forth on Schedule 2.16 of the Disclosure Schedule, to the Knowledge of each Seller none of the Companies maintains or is obligated by Law to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in Schedule 2.16 of the Disclosure Schedule, each Benefit Plan covers only employees who are employed by one or more of the Companies (or former employees or beneficiaries with respect to service with one or more of the Companies), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) None of the Companies, nor any ERISA Affiliate or any Related Company other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. (e) To the Knowledge of each Seller, each of the Benefit Plans is, and its administration is and has been since inception, and except as set forth in Schedule 2.16 of the Disclosure Schedule, in all material respects in compliance with, and none of the Companies has received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability To the Knowledge of each Seller, each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) To the Knowledge of ERISA each Seller, neither of the Sellers nor any of the Companies is in default in performing any of his or its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. To the Knowledge of each Seller, all contributions and other payments required to be made by a Seller, any of the Companies to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. To the Knowledge of each Seller, there are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. No Borrower . (g) To the Knowledge of each Seller, no event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would any of the Companies, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) To the Knowledge of each Seller, no transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Sections 302(c)(ii), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA ERISA, or otherwise, with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pendingof the Companies, or to any corporation or organization controlled by or under common control with the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (Companies within the meaning of Section 4001(a)(14) 4001 of ERISA, and no event or condition exists or has existed which could: reasonably be expected to result in any such liability with respect to any of the Companies or any such corporation or organization; no "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plan; no termination reestablishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan; no Subject Defined Benefit Plan has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. (i) To the Knowledge of each Seller, no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) To the Knowledge of each Seller, there are no pending or threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonable be expected to result in liability on the part of any of the Companies or any fiduciary of any such Benefit Plan, nor is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) To the Knowledge of each Seller, the fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such Borrower plan which coincides with or any Related Company; and (vi) first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Subject Defined Benefit Plan at said date and, to the Knowledge of each Seller, there have been no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencymaterial changes in such values since said date.

Benefit Plans; ERISA. No Borrower (a) Section 6.09(a) of the Disclosure Schedule lists each Employee Benefit Plan covered by or subject to ERISA that any Related Company of the Sellers or their respective Affiliates maintains or contributes administers, or to which any of them contributes, in each such case covering any employee or former employee engaged in the Business. (i) Each such Employee Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable(and each related trust, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has beenVEBA trust, insurance contract, or is expected by any Borrower to befund) has at all times complied in form and in operation in all material respects with the applicable requirements of ERISA, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, and other applicable laws and has been administered in connection accordance with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; its terms. (ii) no ERISA Event All required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, Forms PBGC-1, and Summary Plan Descriptions) have, where required, been filed or event described in Section 4062(e) of ERISA distributed with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any each such Employee Benefit Plan or any Person as fiduciary or sponsor of any and each Employee Benefit Plan; (ivArrangement listed in Section 6.09(f) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" Disclosure Schedule. The requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B have been met in all material respects with respect to each such Employee Benefit Plan that is a group health plan (within the meaning of ERISA Section 4001(a)(14601 and Code Section 4980B). (iii) of All contributions (including all employer contributions and employee salary reduction contributions) which are due and payable to any such Employee Benefit Plan which is an employee pension benefit plan (as defined in ERISA) of on or prior to the date hereof have been paid to such Borrower employee pension benefit plan. All premiums and other payments due on or any Related Company; before the date hereof have been paid with respect to each such Employee Benefit Plan which is an employee welfare benefit plan (as defined in ERISA). (iv) Each such Employee Benefit Plan which is an employee pension benefit plan and (vi) no liability under any Title IV Plan has been satisfied with which is intended to meet the purchase requirements of a contract qualified plan under Code Section 401(a) is, and at all times has been, so qualified and has either (1) received a favorable determination letter from an insurance company that is not rated AAA by the Standard & Poor's Corporation Internal Revenue Service covering such Employee Benefit Plan for the Tax Reform Act of 1986, as amended, the Unemployment Compensation Act of 1992, and the Omnibus Budget Reconciliation Act of 1993 or (2) timely applied to the equivalent by another nationally recognized rating agencyInternal Revenue Service for a favorable determination letter so covering such plan.

Benefit Plans; ERISA. No Borrower (a) Schedule 3.13(a) (i) contains a true and complete list and description of each Benefit Plan, (ii) identifies each Benefit Plan that is a Qualified Plan, (iii) identifies each Benefit Plan that is fully insured, and (iv) identifies each Benefit Plan in respect of which the Company has relied on a prototype or any Related volume submitter Plan. Except as set forth on Schedule 3.13(a), the Company maintains has not scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by Business Employees under circumstances which make it reasonable to expect that such increases will be granted. (b) Neither the Company nor any ERISA Affiliate, or any predecessor thereof, has at any time during the five-year period preceding the date of this Agreement, maintained or contributed to a Defined Benefit Plan. (c) The Company does not maintain and is not obligated to provide welfare benefits under any life, medical or health Benefit Plan (other than those listed on Schedule 6.1(oas an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ( “COBRA”). , as amended or any comparable state law. (d) Neither the Company nor any ERISA Affiliate has at any time contributed to any “multiemployer plan” as that term is defined in Section 3(37) of ERISA and in Section 4001(a)(3) of ERISA. (e) Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicableis, and no Borrower or any Related its administration is and has been since inception, in all material respects in compliance with, and the Company has not received any claim or notice asserting that a any such Benefit Plan is not in compliance with with, all applicable Laws and Orders, (including all tax rules for which favorable tax treatment is intended), without limitation, the requirements of ERISA. No material liability , the Code, the Age Discrimination in Employment Act (to the PBGC or extent applicable), the Equal Pay Act (to a Multiemployer the extent applicable) and Title VII of the Civil Rights Act of 1964 (to the extent applicable). Each Qualified Plan has beenmet the requirements for qualification under Section 401(a) of the Code. Each Qualified Plan has been determined by the IRS to be so qualified (unless the Company relies on the Opinion Letter issued to the sponsor or a prototype or volume submitter plan with respect to such Qualified Plan) and such determination has not been modified, revoked or limited, and to the Knowledge of Sellers, no circumstances have occurred that would adversely affect the tax-qualified status of any such Qualified Plan. (f) Neither Sellers nor the Company is expected by in default in performing any Borrower to be, incurred by such Borrower of its contractual obligations under any Benefit Plan or any Related Company. Copies related trust agreement or insurance contract, (ii) all contributions and other payments required to be made by Sellers or the Company to any Benefit Plan with respect to any period ending on the date hereof have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP, and (iii) there are no material Liabilities of all or under any Benefit Plan other than Liabilities for benefits to be paid to participants in such listed Benefit Plans, together Plan and their beneficiaries in accordance with a copy the terms of the latest form 5500 (if any) for each such Benefit Plan. (g) To the Knowledge of Sellers, have been delivered to Agent. No Borrower except as set forth on Schedule 3.13(g), no event has occurred, and there exists no condition or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 set of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, circumstances in connection with any Benefit Plan, under which would the Company or any Benefit Plan could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability (including, without limitation, liability under Sections 406, 409 or 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth ) other than to make contributions or to pay benefits in Schedule 6.1(o): the ordinary course. (ih) There is no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event suit, action, dispute, claim, arbitration or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred legal, administrative or is reasonably expected to occur; (iii) there are no other proceeding or governmental investigation pending, or to the knowledge Knowledge of Sellers, threatened, alleging any breach of the terms of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any such Benefit Plan or of any Person as fiduciary duties thereunder or sponsor violation of any applicable law with respect to any such Benefit Plan. (i) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (j) Except as set forth on Schedule 3.13(j), no Benefit Plan will result in the payment of money or any other property or rights, or accelerate or provide any other rights or benefits, to any current or former employee of the Company (or other current or former service provider thereto) that would not have been required but for the transactions provided for herein. The Company does not maintain any Benefit Plan which provides severance or similar benefits to current or former employees or other service providers. (k) The Company has not originated any loan with respect to any Benefit Plan. (l) Except as set forth on Schedule 3.13(l) the Company has properly classified for all purposes (including for all Tax purposes and for purposes of determining eligibility to participate in any Benefit Plan) all employees, leased employees, consultants and independent contractors. (m) With respect to each such Benefit Plan, true, correct and complete copies of the applicable following documents have been delivered to Purchaser: (i) all current Plan documents and related trust documents, and any amendment thereto; (ii) Forms 5500, financial statements, and actuarial reports for the last three Plan years; (iii) the most recently issued IRS determination letter; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result summary plan descriptions and all summaries of a complete or partial withdrawal from a Multiemployer Planmaterial modifications; and (v) within all written material communications to employees relating to such Plans. (n) Each Benefit Plan may be amended and terminated in accordance with its terms and applicable Law. (o) Schedule 3.13(o) contains the last five years no Title IV Plan following information, as of May 31, 2005, with Unfunded Vested Accrued Benefits has been transferred outside of respect to the "controlled group" (within Medical and Dependent Care Flexible Spending Accounts under the meaning of Gxxxxx Financial Group, Inc. Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; 125 Cafeteria Plan: total 2005 medical flexible spending account elections, salary reductions from participant’s paychecks for medical flexible spending account contributions, total claims paid for medical flexible spending account reimbursements, total 2005 dependent care flexible spending account elections, salary reductions from participant’s paychecks for dependent care flexible spending account contributions and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencytotal claims paid for dependent care flexible spending account reimbursements.

Benefit Plans; ERISA. No Borrower (a) Section 2.15(a) of the Disclosure Schedule (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was at any time a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Neither the Company maintains nor any Subsidiary has scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 2.15(a) of the Disclosure Schedule, no loan is outstanding between the Company or any Related Subsidiary and any employee. (b) Except as set forth in Section 2.15(b) of the Disclosure Schedule, neither the Company nor any Subsidiary maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in Section 2.15(c) of the Disclosure Schedule, each Benefit Plan covers only employees who are employed by the Company or a Subsidiary (or former employees or beneficiaries with respect to service with the Company or a Subsidiary), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such Plan. (d) Neither the Company nor any Subsidiary nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA, has at any time contributed to any "multiemployer plan" as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all respects in compliance with, and neither the Company nor any Subsidiary has received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability Each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) None of ERISA Sellers, the Company nor any Subsidiary is in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Sellers, the Company or any Subsidiary to any Benefit Plan with respect to any period ending at the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. . (g) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would the Company or any Subsidiary, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) No transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Section 302(c)(2), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA or otherwise, with respect to the Company, any Subsidiary, Purchasers or any corporation or organization controlling, controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA, and no event or condition exists or has existed which could result in any such liability with respect to Purchasers, the Company, any Subsidiary or any such corporation or organization. No "reportable event" within the meaning of Section 4043 of ERISA or the regulations thereunder has occurred with respect to any Title IV Defined Benefit Plans. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has occurred incurred any accumulated funding deficiency whether or is reasonably expected to occur; (iii) there are not waived. No filing has been made and no pendingproceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. Without limiting any other provision of this Section 2.15, to the knowledge of Sellers and its Subsidiaries, no event has occurred and no condition exists, with respect to any Borroweremployee benefit plan, threatened claims (program or arrangement, or other than claims for benefits in plan, program or arrangement covering independent contractors, that has subjected or could subject the normal course)Company or its Subsidiaries, sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person successor thereto, to any tax, fine, penalty or other liability (other than a liability arising in the normal course to make contributions or payments, as fiduciary applicable, when ordinarily due under a Benefit Plan with respect to employees of the Company and its Subsidiaries). No event has occurred and no condition exists, with respect to any such plan, program or sponsor arrangement that could subject Purchasers or any of their Affiliates, or any Benefit Plan maintained by Purchasers or any of their Affiliates, to any tax, fine, penalty or other liability, that would not have been incurred by Purchasers or any of their Affiliates, or any such plan, program or arrangement, but for the transactions contemplated hereby. (i) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement except as disclosed on Section 2.15(i) of the Disclosure Schedule. No "excess parachute payment" under Section 280G of the Code will arise, directly or indirectly, by virtue of the transactions contemplated hereby. (j) To the knowledge of Sellers (after having made due inquiry of the Company and its Subsidiaries), there are no pending or threatened claims by or on behalf of any Benefit Plan; , by any person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchasers, the Company, any Subsidiary, or any fiduciary of any such Benefit Plan, nor is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) The fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Defined Benefit Plan at said date and, to the knowledge of Sellers (after having made due inquiry of the Company and its Subsidiaries), there have been no material changes in such values since said date. (m) Complete and correct copies of the following documents to the extent they exist have been furnished to Purchasers prior to the execution of this Agreement: (i) the Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) no Borrower or any Related Company has incurred or reasonably expects the most recent determination of the IRS with respect to incur any liability as a result the qualified status of a complete or partial withdrawal from a Multiemployer each Qualified Plan; ; (v) within the last five years no Title IV most recent accountings with respect to any Benefit Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and funded through a trust; (vi) no liability under the most recent actuarial report of the qualified actuary of any Title IV Subject Defined Benefit Plan has been satisfied or any other plan with the purchase of a contract respect to which actuarial valuations are conducted; and (vii) all qualified domestic relations orders or other orders governing payments from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyany Benefit Plan.

Benefit Plans; ERISA. No Borrower (a) Part 2.17 of the Disclosure Schedule identifies and provides an accurate and complete description of each Employee Benefit Plan. The Seller Corporations have never established, adopted, maintained, sponsored, contributed to, participated in or incurred any Related Company maintains or contributes Liability with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Employee Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 except for the Employee Benefit Plans identified in Part 2.17 of the Code Disclosure Schedule; and the Seller Corporations have never provided or Section 302 of ERISA made available any fringe benefit or the terms other benefit of any such Benefit Plan. No Borrower or nature to any Related Company has engaged in a prohibited transactionof its employees, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except except as set forth in Schedule 6.1(o): Part 2.17 of the Disclosure Schedule. (b) The Seller has caused to be delivered to Parent, with respect to each Employee Benefit Plan: (i) no Title IV an accurate and complete copy of such Employee Benefit Plan has and all amendments thereto (including any Unfunded Vested Accrued Benefitsamendment that is scheduled to take effect in the future); (ii) no ERISA Event an accurate and complete copy of each Contract (including any trust agreement, funding agreement, service provider agreement, insurance agreement, investment management agreement or event described in Section 4062(erecordkeeping agreement) of ERISA with respect relating to any Title IV Plan has occurred or is reasonably expected to occursuch Employee Benefit Plan; (iii) there are no pending, or to the knowledge an accurate and complete copy of any Borrowerdescription, threatened claims (summary, notification, report or other than claims for benefits in document that has been furnished to any employee of the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Seller with respect to such Employee Benefit Plan; (iv) no Borrower an accurate and complete copy of any form, report, registration statement or other document that has been filed with or submitted to any Related Company has incurred or reasonably expects Governmental Body with respect to incur any liability as a result of a complete or partial withdrawal from a Multiemployer such Employee Benefit Plan; and (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits an accurate and complete copy of any determination letter, notice or other document that has been transferred outside issued by, or that has been received by the Seller from, any Governmental Body with respect to such Employee Benefit Plan. (c) Each Employee Benefit Plan is being and has at all times been operated and administered in full compliance with the provisions thereof. Each contribution or other payment that is required to have been accrued or made under or with respect to any Employee Benefit Plan has been duly accrued and made on a timely basis. Each Employee Benefit Plan has at all times complied and been operated and administered in full compliance with all applicable reporting, disclosure and other requirements of ERISA and the Code and all other applicable Legal Requirements. The Seller Corporations have never incurred any Liability to the Internal Revenue Service or any other Governmental Body with respect to any Employee Benefit Plan; and no event has occurred, and no condition or circumstance exists, that could reasonably be expected to (with or without notice or lapse of time) give rise directly or indirectly to any such material Liability. Neither the Seller Corporations nor any Person that is or was an administrator or fiduciary of any Employee Benefit Plan (or that acts or has acted as an agent of the Seller Corporations or any such administrator or fiduciary) has engaged in any transaction or has otherwise acted or failed to act in a manner that has subjected or may subject the Seller to any material Liability for breach of any fiduciary duty or any other duty. No Employee Benefit Plan, and no Person that is or was an administrator or fiduciary of any Employee Benefit Plan (or that acts or has acted as an agent of any such administrator or fiduciary): (i) has engaged in a "controlled groupprohibited transaction" (within the meaning of Section 4001(a)(14406 of ERISA or Section 4975 of the Code; (ii) has failed to perform any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA; or (iii) has taken any action that (A) may subject such Employee Benefit Plan or such Person to any Tax, penalty or Liability relating to any "prohibited transaction," or (B) may directly or indirectly give rise to or serve as a basis for the assertion (by any employee or by any other Person) of ERISAany claim under, on behalf of or with respect to such Employee Benefit Plan. (d) No inaccurate or misleading representation, statement or other communication has been made or directed (in writing or otherwise) to any current or former employee of the Seller Corporations (i) with respect to such Borrower employee's participation, eligibility for benefits, vesting, benefit accrual or any Related Company; and (vi) no liability coverage under any Title IV Employee Benefit Plan has been satisfied or with respect to any other matter relating to any Employee Benefit Plan, or (ii) with respect to any proposal or intention on the purchase part of a contract from an insurance company the Seller Corporations to establish or sponsor any Employee Benefit Plan or to provide or make available any fringe benefit or other benefit of any nature. (e) The Seller Corporations have not advised any of their employees (in writing or otherwise) that is not rated AAA by they intend or expect to establish or sponsor any Employee Benefit Plan or to provide or make available any fringe benefit or other benefit of any nature in the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyfuture.

Benefit Plans; ERISA. No Borrower (a) Section 2.14(a) of the Disclosure Schedule (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan contributed to by an ERISA Affiliate, or any Related predecessor thereof. Neither the Company maintains nor any of its Subsidiaries has scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 2.14(a) of the Disclosure Schedule, no loan is outstanding between the Company or any of its Subsidiaries and any employee. (b) Neither the Company nor any of its Subsidiaries maintains nor is it obligated to provide benefits under any life, medical or health plan (other than those listed on Schedule 6.1(o). as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Each Benefit Plan covers only employees who are employed by the Company and its Subsidiaries (or former employees or beneficiaries with respect to service with the Company and its Subsidiaries), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither the Company or any of its Subsidiaries, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in substantial compliance with ERISA to Section 4001 of ERISA. (e) Each of the extent that ERISA is applicableBenefit Plans is, and no Borrower or its administration is and has been since inception, in all material respects in compliance with, and neither the Company nor any Related Company of 19 27 its Subsidiaries has received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability Each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) Neither the Company nor any of ERISA its Subsidiaries is in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by the Shareholders or the Company or any of its Subsidiaries to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in financial statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 . (g) To the Knowledge of the CodeShareholders, no event has occurred, and there exists no condition or set of circumstances in connection with any Benefit Plan, under which would the Company or any of its Subsidiaries, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) To the Knowledge of the Shareholders, no transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA ERISA, or otherwise, with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan Company or any Person as fiduciary corporation or sponsor of any Benefit Plan; (iv) no Borrower organization controlling, controlled by or any Related under common control with the Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.of

Benefit Plans; ERISA. No Borrower or any Related Company maintains or contributes to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy (a) Section 2.17(a) of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Disclosure Schedule 6.1(o): lists all written (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; Employee Benefit Plans of each of the Company and each Subsidiary, (ii) no ERISA Event employment agreements, including, but not limited to, any individual benefit arrangement, policy or event described in Section 4062(e) of ERISA practice with respect to any Title IV Plan has occurred current or is reasonably expected to occur; former employee, consultant or director of the Company or any Subsidiary or any ERISA Affiliate, and (iii) there are no pendingother employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, whether legally binding or not, which the Company or any Subsidiary or any ERISA Affiliate maintains, contributes to or has any obligation to or liability for (collectively, the “Plans”). (b) None of the Plans is a Defined Benefit Plan, and neither the Company nor any Subsidiary nor any ERISA Affiliate has ever sponsored, maintained or contributed to, or ever been obligated to the knowledge of any Borrowercontribute to, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any a Defined Benefit Plan; . (ivc) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result None of a complete or partial withdrawal from the Plans is a Multiemployer Plan; , and neither the Company nor any Subsidiary nor any ERISA Affiliate has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan. (vd) within Neither the last five years no Title IV Plan with Unfunded Vested Accrued Benefits Company nor any Subsidiary maintains, contributes to, or has been transferred outside any obligations under any plan, program, or agreement that provides health or other welfare Table of Contents benefits to any employees, former employees, or their beneficiaries after their termination of employment (except for continuation of coverage through the end of the "controlled group" month in which such termination occurs) or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA or similar applicable state law. (e) Each Plan that is an Employee Benefit Plan complies in all material respects by its terms and in operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable to the Plan, including but not limited to ERISA and the Code. (f) Benefits under each Plan that is an “employee welfare benefit plan” (within the meaning of Section 4001(a)(143(1) of ERISA and excluding any severance or termination pay programs) are provided exclusively through insurance contracts or policies issued by an insurance company, health maintenance organization, or similar organization unrelated to the Company or any Subsidiary or any ERISA Affiliate, the premiums for which are paid directly by the employer or employee organization from its general assets or partly from its general assets and partly from contributions by its employees. No insurance policy or contract relating to any such Plan requires or permits retroactive increase in premiums or payments due thereunder. (g) All reports, forms and other documents required to be filed with any Governmental Body or furnished to employees with respect to any Plan (including without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed or furnished and are accurate in all material respects. (h) Each Plan that is intended to be qualified under Section 401(a) of the Code (and any related trust intended to be exempt from tax under Section 501(a) of the Code) is the subject of a favorable IRS determination, notification, or opinion letter issued after January 1, 1997 and has been timely amended, adopted and administered in all material respects in compliance with the applicable provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 and subsequent legislation enacted through the date hereof, and Section 501 of the Code. To Company’s Knowledge, nothing has occurred since the issuance of the IRS’s most recent favorable determination letter (or opinion or notification letter, if applicable) that could reasonably be expected to adversely affect the qualification of such Plan or the tax exempt status of its related trust. Company has provided Acquiror with the most recent determination, opinion or notification letter (as applicable) the Internal Revenue Service has issued relating to each such Plan. (i) All contributions for all periods ending prior to the Closing (including periods from the first day of the current plan year to the Closing) have been made prior to the Closing by the Company or any Subsidiary or the applicable ERISA Affiliate, except contributions for the payroll periods ending during the month in which the Closing occurs. (j) All insurance premiums required to be paid by the Company, any Subsidiary or any ERISA Affiliates have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for coverage months ending on or before the Closing. Table of Contents (k) With respect to each Plan: (i) no prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which a statutory exemption is not available; (ii) no action or claims (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, threatened or imminent against or with respect to the Plan, any employer who is participating (or who has participated) in any Plan or any fiduciary (as defined in Section 3(21) of ERISA) of such Borrower the Plan which would have a Company Material Adverse Effect; (iii) Neither the Company nor any fiduciary of the Company or any Related Subsidiary has any Knowledge of any facts which could reasonably be expected to give rise to any such action or claim; and (iv) there are no audits, inquiries, investigations, or proceedings pending or, to the Knowledge of the Company, any Subsidiary or any ERISA Affiliate, threatened by any Governmental Body with respect to any Plan. (l) Each of the Plans provides that it may be amended or terminated at any time except with respect to benefits protected under Section 411(d) of the Code. None of the Plans are subject to any surrender fees, deferred sales charges, commissions, or other fees upon termination other than the normal and reasonable administrative fees associated with its amendment, transfer or termination. No action or omission of the Company, any Subsidiary, or any of their respective directors, officers, employees, or agents in any way restricts, impairs or prohibits Company or any successor thereto from amending, merging, or terminating any Plan in accordance with the express terms of any such Plan and applicable law. (m) To Company’s Knowledge, (i) each Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409(A(d)(1) of the Code) has been operated in good faith compliance with Section 409A of the Code, IRS Notice 2005-1, Proposed Regulations issued under Code Section 409A, Fed. Reg. Vol. 70, No. 191, p. 57984 (10/4/2005), and any subsequent guidance relating thereto; and (ii) no additional Tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any such Plan. Section 2.17(m) of the Company Disclosure Schedule lists each such nonqualified deferred compensation plan. (n) Neither the Company nor any Subsidiary nor any ERISA Affiliate has any liability or is threatened with any liability (whether joint or several) (i) for any excise tax imposed by Sections 4971, 4975, 4976, 4977 or 4979 of the Code, or (ii) for a fine under Section 502 of ERISA. (o) True, correct and complete copies of all documents creating or evidencing any Plan listed in the Company Disclosure Schedule including (without limitation) (i) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) all Internal Revenue Service determination, Table of Contents opinion, notification and advisory letters, and all applications and correspondence to or from the Internal Revenue Service or the Department of Labor with respect to any such application or letter; (iii) all written communications to any employee or employees relating to any Plan and any proposed Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company or any Subsidiary received by employees in the last three (3) years; (iv) all material correspondence to or from any governmental agency relating to any Plan since January 1, 2002; (v) all COBRA forms and related notices provided since January 1, 2002 (or such forms and notices as required under comparable law); (vi) nondiscrimination test reports for each applicable Plan for the last three (3) years; (vii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Plan for the last three (3) years; and (viii) all reports, forms and other documents required to be filed with any Governmental Body in the last three (3) years (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA) have been delivered to Acquiror. There are no liability under any Title IV Plan has negotiations, demands or proposals which are pending or have been satisfied with the purchase of a contract from an insurance company made which concern matters now covered, or that is not rated AAA would be covered, by the Standard & Poor's Corporation or type of agreements listed in the equivalent by another nationally recognized rating agencyCompany Disclosure Schedule. (p) All expenses and liabilities relating to all of the Plans described in the Company Disclosure Schedule have been, and will on the Closing be fully and properly accrued on the Company’s books and records and disclosed in accordance with GAAP and in Plan financial statements.

Benefit Plans; ERISA. No Borrower (a) Section 2.15(a) of the Disclosure Schedule (i) contains a true and complete list of each material Benefit Plan, (ii) identifies each Qualified Plan and (iii) identifies each Defined Benefit Plan. The Company has not scheduled or any Related Company maintains agreed upon future increases of benefit levels (or contributes creations of new benefits) with respect to any Benefit Plan Plan. No material loan is outstanding between the Company and any employee. (b) The Company neither maintains nor is obligated to provide benefits under any life, medical or health plan (other than those listed on Schedule 6.1(oas an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Neither the Company nor any ERISA Affiliate thereof has at any time sponsored, maintained, or contributed to any pension plan that is subject to Title IV of ERISA, or any multiemployer plan within the meaning of ERISA Section 3(37). Each Benefit Plan is Neither the Company nor any ERISA Affiliate thereof has incurred any liability under Title IV or Section 302 of ERISA or under Section 412 of the Code that has not been satisfied in substantial compliance with ERISA to the extent that ERISA is applicablefull, and no Borrower condition exists that could reasonably be expected to result in the Company or any Related ERISA Affiliate incurring any such liability. (d) Each of the Benefit Plans is in all material respects in compliance with, and the Company has not received any claim or notice asserting that a any such Benefit Plan is not in compliance with ERISAwith, all applicable Laws and Orders. No Each Qualified Plan has received a favorable determination letter from the IRS as to its qualification under the Code and no event has occurred that could reasonably be expected to adversely affect the continued effectiveness of any such determination letter. (e) Neither Seller nor the Company is in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract except to the extent failure to do so would not reasonably be expected to result in material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies All contributions and other payments required to be made by Seller, Parent or the Company to any Benefit Plan, except to the extent failure to do so would not reasonably be expected to result in material liability to the Company with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no outstanding liabilities of all any Benefit Plan other than liabilities for benefits to be paid to participants in such listed Benefit Plans, together Plan and their beneficiaries in accordance with a copy the terms of the latest form 5500 (if any) for each such Benefit Plan, have been delivered except to Agent. the extent such liabilities would not reasonably be expected to result in material liability to the Company. (f) No Borrower event has occurred, and there exists no condition or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 set of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, circumstances in connection with any Benefit Plan, under which would the Company, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. (g) No transaction contemplated by this Agreement will result in liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, or otherwise, with respect to the Company, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to the Company. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan that is a Pension Benefit Plan. (h) Except as set forth disclosed in Schedule 6.1(o): Section 2.15(h) of the Disclosure Schedule, no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (i) To the Knowledge of Seller and Parent, there are no Title IV Plan has pending or threatened claims by or on behalf of any Unfunded Vested Accrued Benefits; Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser, the Company or any fiduciary of any such Benefit Plan. (j) Complete and correct copies of the following documents have been made available to Purchaser, to the extent applicable: (i) the Benefit Plans, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) no current summary plan descriptions of each Benefit Plan subject to ERISA; (iii) the most recent Form 5500 and schedules thereto for each Benefit Plan subject to ERISA Event or event described in Section 4062(ereporting requirements (including the 2007 Form 5500 and schedules filed prior to the Closing Date); (iv) the most recent determination of ERISA the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Title IV Benefit Plan has occurred or is reasonably expected to occurfunded through a trust; and (iiivi) there are no pending, or to the knowledge most recent actuarial report of the qualified actuary of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Subject Defined Benefit Plan or any Person as fiduciary or sponsor of any other Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyrespect to which actuarial valuations are conducted.

Benefit Plans; ERISA. No Borrower (a) The Seller does not maintain or contribute to and is not required to contribute to any employee pension benefit plan as defined in Section 3(2) of ERISA. Seller does not maintain any "employee benefit plan" as defined in Section 3(3) of ERISA, nor does it have any stock option, stock purchase, fringe benefit, change in control, severance, bonus and deferred compensation plan, agreement and arrangement that is maintained or contributed to or required to be contributed to by Seller providing benefits to any current or former employee, officer or director of Seller or any Related Company maintains beneficiary or contributes dependent thereof (collectively, the "Plans"). The Seller has not made any commitment to create any additional Plan or modify or change any existing Plan that would increase the benefits to be provided to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablecurrent or former employee, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due except as required by either Applicable Law (b) There has been no amendment to, announcement by Seller, or change in employee participation or coverage under, any Plan which would increase the expense of maintaining such Plan above the level of the expense incurred therefor for the most recent fiscal year. Neither the execution of this Agreement, member approval of this Agreement nor the consummation of the transactions contemplated hereby will (i) entitle any current or former employee to severance pay or any increase in severance pay upon any termination of employment after the date hereof, (ii) 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 obligation pursuant to, any of the Plans, or (iii) limit or restrict the right of Seller to merge, amend or terminate any of the Plans. (c) Seller does not have any Plan that is subject to Title IV of ERISA. (d) No Plan or "single-employer plan", within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Seller or any entity which is considered one employer with Seller under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), has incurred or has (based on the most recent actuarial valuation) an "accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code, nor has any waiver of the minimum funding standards of Section 302 of ERISA or Section 412 of the Code been requested or Section 302 of ERISA or the terms of granted with respect to any such Benefit Plan. No Borrower Plan or any Related Company single-employer plan of an ERISA Affiliate. The Seller has engaged in not provided and is not required to provide, security to any Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. (e) No Plan is a prohibited transaction, "multiemployer plan" as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e3(37) of ERISA ERISA. The Seller has no Liability or potential Liability with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; multiemployer plan by any ERISA Affiliate, including any withdrawal liability arising from the actions of Seller or any ERISA Affiliate contemplated by this Agreement. (vf) within the last five years no Title IV Each Plan with Unfunded Vested Accrued Benefits has been transferred outside of administered in all substantial respects in accordance with the terms thereof and with applicable law, including ERISA and the Code. Each Plan which is an "controlled groupemployee pension benefit plan" (within the meaning of Section 4001(a)(143(2) of ERISAERISA and which is intended to be qualified under Section 401(a) of the Code (a "Tax-Qualified Plan") has received a favorable determination letter from the Internal Revenue Service covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the Internal Revenue Service for such Borrower favorable determination within the applicable remedial amendment period under Section 401(b) of the Code and Seller is not aware of any circumstances reasonably likely to result in the loss of qualification of such Plan under Section 401(a) of the Code. (g) Seller has not engaged in a transaction with respect to any Plan that could reasonably be expected to subject Seller to a tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA, assuming for purposes of Section 4975 of the Code that the taxable period of any Related Companysuch transaction expired as of the date hereof. (h) There is no pending or, to the Knowledge of Seller, threatened litigation or governmental audit, examination or investigation relating to the Plans. (i) The Seller has no obligations for retiree health and life benefits under any Plan which would impose any liability or obligation on Purchaser, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA. (j) There is no pending or, to the Knowledge of Seller, threatened litigation or governmental audit, examination or investigation relating to the Plans; and (vi) no liability amounts payable under any Title IV Plan has been satisfied with Plans will fail to be deductible for federal income tax purposes by virtue of Section 280G of the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencyCode.

Benefit Plans; ERISA. No Borrower (a) Section 2.14(a) of the Disclosure Schedule (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Neither Company maintains has scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 2.14(a) of the Disclosure Schedule, no loan is outstanding between either Company and any Related employee. (b) The Companies do not maintain and are not obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in Section 2.14(c) of the Disclosure Schedule, each Benefit Plan of either Company covers only employees who are employed by such Company (or former employees or beneficiaries with respect to service with such Company), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither of the Companies nor any ERISA Affiliate has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all material respects in compliance with, and neither Company has received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan has received a determination letter from the Internal Revenue Service to the effect that such Qualified Plan and related trust are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, and nothing has occurred, whether by action or inaction, which could adversely affect such determination or such status. Each Benefit Plan which is intended to provide for the deferral of income, the reduction of salary or other compensation or to afford other Tax benefits complies with the requirements of the applicable provisions of the Code or other Laws required in order to provide such Tax benefits. (f) None of the Sellers or the Companies is in default in performing any of its material contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Sellers or the Companies to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been reflected in the Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of such Benefit Plan. (g) No event has occurred, and there exists no condition or set of circumstances in connection with any Benefit Plan or any Plan sponsored, maintained or contributed to by an ERISA Affiliate, under which either Company, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject to any risk of material liability under Section 302 of ERISA. , Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 412 or 4975 of the Code. (h) No material transaction contemplated by this Agreement will result in liability to the PBGC or otherwise under Section 4062, 4063, 4064 or 4069 of ERISA, or otherwise, with respect to a Multiemployer either Company, Purchaser or any corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA, and, to the Knowledge of Sellers, no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Purchaser, either Company, or any such corporation or organization. No "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plan. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has beenincurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Defined Benefit Plan which is expected by a Pension Benefit Plan. (i) No benefit under any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) There are no pending or, to Agent. No Borrower the Knowledge of Sellers, threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which could reasonably be expected to result in liability on the part of Purchaser, either Company or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms fiduciary of any such Benefit Plan. , nor is there any basis for such a claim. (k) No Borrower employer securities, employer real property or any Related Company has engaged other employer property is included in a prohibited transaction, as defined in Section 4975 the assets of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 . (l) The fair market value of the Code. Except assets of each Subject Defined Benefit Plan, as set forth determined as of the last day of the most recent plan year of such plan for which an actuarial report is available, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Subject Defined Benefit Plan at said date and, to the Knowledge of Sellers, there have been no material changes in Schedule 6.1(o): such values since said date. (m) Complete and correct copies of the following documents have been furnished to Purchaser prior to the execution of this Agreement: (i) no Title IV Plan has the Benefit Plans, any Unfunded Vested Accrued Benefits; related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) no current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA Event or event described in Section 4062(ereporting requirements; (iv) the most recent determination of ERISA the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Title IV Benefit Plan has occurred or is reasonably expected to occur; funded through a trust; (iiivi) there are no pending, or to the knowledge most recent actuarial report of the qualified actuary of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Subject Defined Benefit Plan or any Person as fiduciary other Benefit Plan with respect to which actuarial valuations are conducted; and (vii) all qualified domestic relations orders or sponsor of other orders governing payments from any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower or any Related Company maintains or contributes to any Benefit Plan other than those listed on (a) Section 2.12(a) of the Disclosure Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to (i) contains a true and complete list and description of each of the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy (ii) identifies each of the latest form 5500 (if any) for each such Benefit Plans that is a Qualified Plan, have been delivered (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to Agent. No Borrower by an ERISA Affiliate, or any Related Company has failed to make predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such time a Defined Benefit Plan. No Borrower Seller has not scheduled or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 agreed upon future increases of the Code, in connection benefit levels (or creations of new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to Employees or requested or demanded by Employees under circumstances which would subject make it reasonable to expect that such Borrower increases will be granted. (b) Seller does not maintain nor is it obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a material tax on prohibited transactions imposed by Section 4975 Qualified Plan) which provides benefits to retired or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of the Code. 1985, as amended. (c) Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e2.12(c) of ERISA the Disclosure Schedule, each Benefit Plan covers only Employees (or former employees or beneficiaries with respect to service with Seller in connection with the Business), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any Title IV Plan has occurred such plan. (d) Neither Seller, any ERISA Affiliate nor any other corporation or is reasonably expected to occur; (iii) there are no pending, organization controlled by or to the knowledge of under common control with any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (foregoing within the meaning of Section 4001(a)(14) 4001 of ERISA has at any time contributed to any "multiemployer plan", as that term is defined in Section 4001 of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.

Benefit Plans; ERISA. No Borrower (a) Section 3.12(a) of the Disclosure Schedule (i) contains a true and complete list and description of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is a Qualified Plan, (iii) identifies each Benefit Plan which at any time during the five-year period preceding the date of this Agreement was a Defined Benefit Plan and (iv) lists, describes and identifies each other Plan maintained, established, sponsored or contributed to by an ERISA Affiliate, or any Related Company maintains predecessor thereof, which, during the five-year period preceding the date of this Agreement, was at any time a Defined Benefit Plan. Seller has not scheduled or contributes agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicablePlan, and no Borrower such increases or creation of benefits have been proposed, made the subject of representations to Employees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 3.12(a) of the Disclosure Schedule, no loan is outstanding between Seller and any Related Company Employee. (b) Except as set forth in Section 3.12(b) of the Disclosure Schedule, Seller does not maintain nor is it obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retired or other terminated Employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (c) Except as set forth in Section 3.12(c) of the Disclosure Schedule, each Benefit Plan covers only Employees (or former Employees or beneficiaries with respect to service with Seller in connection with the Business), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither Seller, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to, on behalf of any Employee, any “multiemployer plan”, as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans is, and its administration is and has been since inception, in all material respects in compliance with, and Seller has not received any claim or notice asserting that a any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with ERISAthe requirements of Section 401(k) of the Code. No material liability Each Benefit Plan which is intended to provide for the PBGC deferral of income, the reduction of salary or other compensation or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together afford other Tax benefits complies with a copy the requirements of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 applicable provisions of the Code or Section 302 other Laws required in order to provide such Tax benefits. (f) Seller is not in default in performing any of ERISA its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Seller to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of any such Benefit Plan. . (g) No Borrower event has occurred, and there exists no condition or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 set of the Code, circumstances in connection with any Benefit Plan, under which would Seller, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject such Borrower to a any risk of material tax on prohibited transactions imposed by liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the Code. Except as set forth . (h) No transaction contemplated by this Agreement will result in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or event described in Section 4062(e) 4069 of ERISA ERISA, or otherwise, with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan Purchaser or any Person as fiduciary corporation or sponsor of any Benefit Plan; (iv) no Borrower organization controlled by or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan under common control with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (Purchaser within the meaning of Section 4001(a)(144001 of ERISA, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Purchaser or any such corporation or organization. No “reportable event” within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plans. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. (i) Except as disclosed in Section 3.12(i) of ERISAthe Disclosure Schedule, no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) There are no pending or threatened claims by or on behalf of such Borrower any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser or any Related Companyfiduciary of any such Benefit Plan, nor, to the knowledge of Seller, is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) Complete and correct copies of the following documents have been furnished to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; and (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other plans. (vim) no liability under No Employee is entitled to more than forty-five (45) days of severance payments as a result of any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agencytermination.