Common use of Cafeteria Plan Clause in Contracts

Cafeteria Plan. As of the Distribution Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan. As soon as practicable following the claim submission deadline under the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Cafeteria Plan made during such year by the Transferring Employees less the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is positive, the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, HHH shall be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar year, whether such claims are incurred prior to, on or after the Distribution Date, which claims shall be paid pursuant to and under the terms of the HHH Cafeteria Plan.

Cafeteria Plan. As of the Distribution Benefit Commencement Date, Seaport Entertainment New Parkway or any of its Subsidiaries shall establish or provide a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment New Parkway Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan. As soon as practicable following the claim submission deadline under the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurredBenefit Commencement Date, the HHH Cousins Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the HHH “Cousins Cafeteria Plan Plans”) made during such the year in which the Distribution Date occurs by the Transferring Employees less the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the HHH Cousins Group shall pay to the Seaport Entertainment New Parkway Group an amount in cash equal to the Net FSA Balance. From Balance or (b) negative, the Distribution Date until New Parkway Group shall pay to the end Cousins Group, the absolute value of the calendar year Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date to be credited to the Transferring Employee’s corresponding accounts under the New Parkway Cafeteria Plan in which such Transferring Employee participates following the Distribution Date occursBenefit Commencement Date. On and after the Benefit Commencement Date, HHH New Parkway shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during with respect to the calendar plan year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearDate, whether such claims are incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Benefit Commencement Date, which claims shall be paid pursuant to and under the terms of the HHH New Parkway Cafeteria Plan. New Parkway agrees to cause the New Parkway Cafeteria Plan to honor, through the end of the calendar year in which the Distribution Date occurs, the elections made by each Transferring Employee under the Cousins Cafeteria Plans in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for that provides benefits to Transferred Employees not substantially less favorable than those provided by the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Predecessor Cafeteria Plan. As soon as practicable following the claim submission deadline under Closing Date, Sellers shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Predecessor Cafeteria Plan made during such the year in which the Closing Date occurs by the Transferring Transferred Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred Employees; provided, however, that, if the “Net FSA Balance”). If aggregate payouts from the Net FSA Balance is positive, flexible spending reimbursement accounts made during the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Closing Date occursoccurs to such Transferred Employees exceed the aggregate accumulated contributions to such accounts for such year by such employees, HHH Purchaser shall cause such excess to be transferred to Sellers as soon as practicable following the Closing Date. Purchaser shall cause such amounts to be credited to each such Transferred Employees’ corresponding accounts under the Purchaser Cafeteria Plan in which such employees participate following the Closing Date. On and after the Closing Date, Purchaser shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Sellers and their Affiliates from any and all claims by or with respect to Transferred Employees for reimbursement under the Predecessor Cafeteria Plan that have not been paid in full as of the Closing Date, subject to Sellers satisfying their obligations under this Section 5.5(f). Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred Employees under the Predecessor Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.

Cafeteria Plan. As Buyer shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Buyer Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Transferred U.S. Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan. As soon as practicable following the claim submission deadline under Closing Date, Seller shall cause to be transferred to Buyer an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH cafeteria plans in which such Transferred U.S. Employees participate (the “Tyco Electronics Cafeteria Plan Plan”) made during such the year in which the Closing Date occurs by the Transferring Transferred U.S. Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred U.S. Employees. Buyer or an Affiliate of Buyer shall cause the “Net FSA Balance”). If balance of each Transferred U.S. Employee’s accounts under the Net FSA Balance is positive, Tyco Electronics Cafeteria Plan as of the HHH Group shall pay Closing Date to be credited to the Seaport Entertainment Group an amount in cash equal to Transferred U.S. Employee’s corresponding accounts under the Net FSA Balance. From the Distribution Date until the end of the calendar year Buyer Cafeteria Plan in which such employees participate following the Distribution Date occursClosing Date. On and after the Closing Date, HHH Buyer shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred U.S. Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Buyer Cafeteria Plan, and Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to Transferred U.S. Employees for reimbursement under the Tyco Electronics Cafeteria Plan that have not been paid in full as of the Closing Date. Buyer agrees to cause the Buyer Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred U.S. Employee under the Tyco Electronics Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for that provides benefits to Transferred Employees not less favorable than those provided by the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s the cafeteria plan plans in which such Transferred Employees are eligible to participate as of the date hereof (the “HHH Tyco Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan). As soon as practicable following the claim submission deadline under Closing Date, Seller shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Tyco Cafeteria Plan made during such the year in which the Closing Date occurs by the Transferring Transferred Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred Employees; provided, however, that, if the “Net FSA Balance”). If aggregate payouts from the Net FSA Balance is positive, flexible spending reimbursement accounts made during the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Closing Date occursoccurs to such Transferred Employees exceed the aggregate accumulated contributions to such accounts for such year by such employees, HHH Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the Closing Date. Purchaser shall cause such amounts to be credited to each such Transferred Employees’ corresponding accounts under the Purchaser Cafeteria Plan in which such employees participate following the Closing Date. On and after the Closing Date, Purchaser shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan, and Purchaser shall be responsible for any and all claims by or with respect to Transferred Employees for reimbursement under the Tyco Cafeteria Plan that have not been paid in full as of the Closing Date. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred Employees under the Tyco Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.

Cafeteria Plan. As of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries WT shall establish or provide maintain a cafeteria plan qualifying under pursuant to Section 125 of the Code that offers health and dependent care flexible spending accounts through pre-tax salary reductions (the “Seaport Entertainment Cafeteria WT Flex Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees). As of January 1 the Closing Date, WT shall assume from Bxxxxxx all of Bxxxxxx’x obligations with respect to the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health medical care and dependent care flexible spending accounts (the “Transferred Flexible Spending Accounts”) of employees of BLA on the Closing Date who continue as employees of BLA immediately following the Closing Date (“BLA Employees”) under the Bxxxxxx MxXxxxxxx LLP Flexible * Confidential Treatment Requested by Wilmington Trust Corporation Spending Account Plan (the “Bxxxxxx Flex Plan”), including Bxxxxxx’x obligation to reimburse eligible expenses incurred by participants in the Bxxxxxx Flex Plan but not paid prior to the Closing Date, whether or not claims for reimbursement accounts thereunder in which Transferring of such expenses have been submitted to Bxxxxxx prior to the Closing Date. WT shall cover all BLA Employees who meet have elected to participate in the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end medical care and/or dependent care flexible spending account features of the calendar Bxxxxxx Flex Plan under the WT Flex Plan immediately after the Closing Date. WT shall cause the WT Flex Plan to provide that all coverage elections of such BLA Employees with respect to the Transferred Flexible Spending Accounts shall be carried over to the WT Flex Plan and shall remain in effect immediately after the Closing Date, and that the WT Flex Plan will reimburse such BLA Employees for eligible medical and dependent care expenses incurred by such BLA Employees at any time during the Bxxxxxx Flex Plan year (including claims incurred before the Closing Date) up to the amount of such BLA Employee’s elections and reduced by amounts previously reimbursed by Bxxxxxx, except to the extent otherwise permitted by applicable law. As soon as reasonably practicable after the Closing Date, Bxxxxxx shall determine the Aggregate Balance (as defined below) of the Transferred Flexible Spending Accounts and notify WT of the amount of the Aggregate Balance in writing. For purposes of this Section 8.4, the term “Aggregate Balance” means, as of the Closing Date, the aggregate amount of contributions that have been made to the Transferred Flexible Spending Accounts by BLA Employees for the plan year in which the Distribution Closing Date occurs minus the aggregate amount of reimbursements that have been made from the Transferred Flexible Spending Accounts to BLA Employees for the plan year in which the Closing Date occurs. If the Aggregate Balance is a negative amount, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior WT shall pay that negative amount to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan. As Bxxxxxx as soon as practicable following WT’s receipt of the claim submission deadline under the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Cafeteria Plan made during such year by the Transferring Employees less the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (the “Net FSA Balance”)written notice thereof. If the Net FSA Aggregate Balance is positivea positive amount, the HHH Group Bxxxxxx shall pay such positive amount to the Seaport Entertainment Group an amount in cash equal WT as soon as practicable following Bxxxxxx’x delivery to the Net FSA Balance. From the Distribution Date until the end WT of the calendar year in which the Distribution Date occurs, HHH shall be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar year, whether such claims are incurred prior to, on or after the Distribution Date, which claims shall be paid pursuant to and under the terms of the HHH Cafeteria Planwritten notice thereof.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for that provides benefits to Transferred US Employees not less favorable than those provided by the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 flexible spending accounts under the cafeteria plans in which such Transferred US Employees are eligible to participate as of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan date hereof (the “HHH Covidien Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan). As soon as practicable following the claim submission deadline under Transfer Time, Seller shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Covidien Cafeteria Plan made during such the year in which the Transfer Time occurs by the Transferring Transferred US Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred US Employees; provided, however, that, if the “Net FSA Balance”). If aggregate payouts from the Net FSA Balance is positive, flexible spending accounts made during the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Date occursTransfer Time occurs to such Transferred US Employees exceed the aggregate accumulated contributions to such accounts for such year by such employees, HHH Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the Transfer Time. Purchaser shall cause such amounts to be credited to each such Transferred US Employee’s corresponding account under the Purchaser Cafeteria Plan in which such employee participates following the Transfer Time. On and after the Transfer Time, Purchaser shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred US Employees, whether such claims are incurred prior to, on or after the Distribution DateTransfer Time, that have not been paid in full as of the Transfer Time, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Seller and their Affiliates from any and all claims by or with respect to Transferred US Employees for reimbursement under the Covidien Cafeteria Plan that have not been paid in full as of the Transfer Time. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and continue through the end of the calendar year in which the Transfer Time occurs the elections made by each Transferred US Employee under the Covidien Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Transfer Time.

Cafeteria Plan. As Purchaser shall, or shall cause the Conveyed Companies to, use best efforts to have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan). As soon as practicable following the claim submission deadline under Closing Date, Sellers shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH cafeteria plans in which such employees are eligible to participate as of the date hereof (the “Covidien Cafeteria Plan Plan“) made during such the calendar year in which the Closing Date occurs by the Transferring Business Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (employees. Purchaser or the “Net FSA Balance”). If Conveyed Companies, as applicable, shall cause such amounts to be credited to each such employee’s corresponding accounts under the Net FSA Balance is positive, the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year Purchaser Cafeteria Plan in which such employees participate following the Distribution Date occursClosing Date. On and after the Closing Date, HHH Purchaser or the Conveyed Companies, as applicable, shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearBusiness Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan. Purchaser or the Conveyed Companies, as applicable, agree to cause the Purchaser Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Business Employee under the Covidien Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.

Cafeteria Plan. As Purchaser or its Affiliates shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for that provides benefits to Transferred Employees substantially identical in all material respects to those provided by the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s the cafeteria plan plans in which such Transferred Employees are eligible to participate as of the Closing Date (the “HHH Tyco Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan). As soon as practicable following the claim submission deadline under Closing Date, Sellers or their Affiliate shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Tyco Cafeteria Plan made during the year in which the Closing Date occurs by such year by the Transferring Transferred Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred Employees; provided, however, that, if the “Net FSA Balance”). If aggregate payouts from the Net FSA Balance is positive, flexible spending reimbursement accounts made during the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Closing Date occursoccurs to such Transferred Employees exceed the aggregate accumulated contributions to such accounts for such year by such employees, HHH Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the Closing Date. Purchaser or its Affiliates shall cause such amounts to be credited to each such Transferred Employees’ corresponding accounts under the Purchaser Cafeteria Plan in which such employees participate following the Closing Date. On and after the Closing Date, Purchaser shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Sellers and their Affiliates from any and all claims by or with respect to Transferred Employees for reimbursement under the Tyco Cafeteria Plan that have not been paid in full as of the Closing Date. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs, the elections made by each Transferred Employee under the Tyco Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Continuing U.S. Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and as limited by any applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria PlanLabor Contract. As soon as practicable following the claim submission deadline under Closing Date, Seller Parent shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Seller Parent’s cafeteria plan in which such Continuing U.S. Employees participate (the HHH “Seller Cafeteria Plan Plan”) made during such the year in which the Closing Date occurs by the Transferring Continuing U.S. Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Continuing U.S. Employees. Purchaser or any of its Affiliates shall cause the “Net FSA Balance”)balance of each Continuing U.S. Employee’s accounts under the Seller Cafeteria Plan as of the Closing Date to be credited to the Continuing U.S. Employee’s corresponding accounts under the Purchaser Cafeteria Plan in which such employee participates following the Closing Date. If On and after the Net FSA Balance is positiveClosing Date, the HHH Group Purchaser shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, HHH shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearContinuing U.S. Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Continuing U.S. Employee under the Seller Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date, provided, that Seller Parent provides all information required in order to properly administer this Section 6.10 at least 15 days prior to the Closing Date and continues to provide all additional information requested by Purchaser in order to effectuate this Section 6.10.

Cafeteria Plan. As Buyer shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Buyer Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Transferred U.S. Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan. As soon as practicable following the claim submission deadline under Closing Date, Seller shall cause to be transferred to Buyer an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH cafeteria plans in which such Transferred U.S. Employees participate (the “Tyco Electronics Cafeteria Plan Plan”) made during such the year in which the Closing Date occurs by the Transferring Transferred U.S. Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred U.S. Employees. Buyer or an Affiliate of Buyer shall cause the “Net FSA Balance”). If balance of each Transferred U.S. Employee’s accounts under the Net FSA Balance is positive, Tyco Electronics Cafeteria Plan as of the HHH Group shall pay Closing Date to be credited to the Seaport Entertainment Group an amount in cash equal to Transferred U.S. Employee’s corresponding accounts under the Net FSA Balance. From the Distribution Date until the end of the calendar year Buyer Cafeteria Plan in which such employees participate following the Distribution Date occursClosing Date. On and after the Closing Date, HHH Buyer shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred U.S. Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Buyer Cafeteria Plan, and Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to Transferred U.S. Employees for reimbursement under the Tyco Electronics Cafeteria Plan that have not been paid in full as of the Closing Date. Buyer agrees to cause the Buyer Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred U.S. Employee under the Tyco Electronics Cafeteria Plan in 86 respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.

Cafeteria Plan. As of Purchaser shall have in effect as soon as administratively practicable following the Distribution Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide Closing Date flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment a "Purchaser Cafeteria Plan”") allowing for that provide benefits to Affected Employees who participated in the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder under the cafeteria plan in which Transferring Affected Employees who meet participate prior to the eligibility criteria thereof may be immediately eligible Closing ("Seller Cafeteria Plan") and Purchaser agrees to participate. From cause a Purchaser Cafeteria Plan to accept a transfer of the Distribution Date until flexible spending reimbursement accounts of the Affected Employees from the Seller Cafeteria Plan and to honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Affected Employee who participated under the Seller Cafeteria Plan in health care or dependent care respect of the flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) that are in effect immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions Closing Date; provided that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount confirmation of such payroll deductions transferred elections has been provided by Seller to HHH pursuant to the HHH Cafeteria PlanPurchaser. As soon as practicable following the claim submission deadline under Closing Date, Seller shall cause to be transferred from the HHH Seller Cafeteria Plan for claims incurred in to a Purchaser Cafeteria Plan the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Cafeteria Plan made during such year by the Transferring Employees less the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is positive, the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Closing Date occursoccurs by Affected Employees over the aggregate claims submitted prior to the Closing Date for such year with respect to such accounts by the Affected Employees. On and after the Closing Date, HHH Purchaser shall assume and be solely responsible for all claims for reimbursement from against the flexible spending reimbursement accounts incurred made by Affected Employees under the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Seller Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearPlan, whether such claims are incurred prior to, on or after the Distribution Closing Date, which that have not been submitted to Seller for payment prior to the Closing Date, and following the Closing Date Purchaser shall hold Seller and its subsidiaries harmless from any and all claims shall be paid pursuant to and for reimbursement under the terms of Seller Cafeteria Plan that are not submitted to Seller for payment prior to the HHH Cafeteria PlanClosing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for that provides benefits to Transferred US Employees not less favorable than those provided by the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 flexible spending accounts under the cafeteria plans in which such Transferred US Employees are eligible to participate as of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan date hereof (the “HHH Covidien Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan). As soon as practicable following the claim submission deadline under Transfer Time, Seller shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Covidien Cafeteria Plan made during such the year in which the Transfer Time occurs by the Transferring Transferred US Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred US Employees; provided, however, that, if the “Net FSA Balance”). If aggregate payouts from the Net FSA Balance is positive, flexible spending accounts made during the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Date occursTransfer Time occurs to such Transferred US Employees exceed the aggregate accumulated contributions to such accounts for such year by such employees, HHH Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the Transfer Time. Purchaser shall cause such amounts to be credited to each such Transferred US Employee’s corresponding account under the Purchaser Cafeteria Plan in which such employee participates following the Transfer Time. On and after the Transfer Time, Purchaser shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred US Employees, whether such claims are incurred prior to, on or after the Distribution DateTransfer Time, that have not been paid in full as of the Transfer Time, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan., and Purchaser shall indemnify and hold harmless Seller and their Affiliates from any and all claims by or with respect to Transferred US Employees for reimbursement under the Covidien Cafeteria Plan that have not been paid in full as of the Transfer Time. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and 51 continue through the end of the calendar year in which the Transfer Time occurs the elections made by each Transferred US Employee under the Covidien Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Transfer Time. 6.07

Cafeteria Plan. As Effective as of the Distribution Closing Date, Seaport Entertainment or any of the Purchaser shall, and shall cause its Subsidiaries shall establish or provide to, have in effect flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (“Purchaser’s Cafeteria Plan”). The Purchaser shall cause Purchaser’s Cafeteria Plan to accept a spin-off of the flexible spending reimbursement accounts from Seller’s Health Care Spending Account Plan (“Seaport Entertainment Seller’s Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries and shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care honor and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring U.S. Transferred Employee who participated under the Seller’s Cafeteria Plan in health care or dependent care respect of the flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were are in effect immediately before as of the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria PlanClosing Date. As soon as practicable following the claim submission deadline under Closing Date, the HHH Seller shall cause to be transferred from Seller’s Cafeteria Plan for claims incurred in to Purchaser’s Cafeteria Plan the calendar year in which the Distribution Date occurredexcess, the HHH Group shall determine if any, of the aggregate accumulated contributions to the flexible spending reimbursement accounts made during the year in which the Closing Date occurs (and the prior year to the extent such contributions remain available for reimbursement of expenses under the HHH Cafeteria Plan made flexible spending reimbursement accounts during such the year in which the Closing Date occurs) by the Transferring U.S. Transferred Employees less over the aggregate reimbursement payouts made for such year years from such accounts to the U.S. Transferred Employees, in each case, as of the date of such Transferring Employees (transfer. Effective as of the “Net FSA Balance”). If the Net FSA Balance is positiveClosing Date, the HHH Group Purchaser shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, HHH shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring U.S. Transferred Employees during the calendar year that includes the Distribution Date and submitted to the HHH under Seller’s Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearPlan, whether such claims are incurred prior to, on or after the Distribution Closing Date, which claims shall be that have not been paid pursuant to and under the terms in full as of the HHH Closing Date, and, following the Closing Date, the Purchaser shall indemnify the Seller and its Subsidiaries from and against any Losses incurred with respect to any and all claims for reimbursement under Sxxxxx’s Cafeteria PlanPlan with respect to U.S. Transferred Employees that are not paid in full as of the Closing Date.

Cafeteria Plan. As of the Distribution Benefit Commencement Date, Seaport Entertainment Orion or any of its Subsidiaries shall establish or provide a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Orion Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From The Orion Cafeteria Plan may, in the Distribution Date until the end discretion of the calendar year in which the Distribution Date occursOrion, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria a PEO Plan. As soon as practicable following the claim submission deadline under the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurredBenefit Commencement Date, the HHH Realty Income Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under Realty Income’s cafeteria plan or VEREIT’s cafeteria plan, as applicable, in which such Transferring Employees participated (the HHH “Realty Income Cafeteria Plan Plans”) made during such the year in which the Distribution Date occurs by the Transferring Employees less the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the HHH Realty Income Group shall pay to the Seaport Entertainment Orion Group an amount in cash equal to the Net FSA Balance. From Balance or (b) negative, the Distribution Date until Orion Group shall pay to the end Realty Income Group, the absolute value of the calendar year Net FSA Balance attributable to Transferring Employees. Orion or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Realty Income Cafeteria Plans as of the Benefit Commencement Date to be credited to the Transferring Employee’s corresponding accounts under the Orion Cafeteria Plan in which such Transferring Employee participates following the Distribution Date occursBenefit Commencement Date. On and after the Benefit Commencement Date, HHH Orion shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during with respect to the calendar plan year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearDate, whether such claims are incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Benefit Commencement Date, which claims shall be paid pursuant to and under the terms of the HHH Orion Cafeteria Plan. Orion agrees to cause the Orion Cafeteria Plan to honor, through the end of the calendar year in which the Distribution Date occurs, the elections made by each Transferring Employee under the Realty Income Cafeteria Plans in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Date.

Cafeteria Plan. As The Buyer shall have in effect as of the Distribution Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide Closing Date flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment "Buyer's Cafeteria Plan”") allowing for that provide benefits to Hired Employees that are comparable to those provided by the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet under the eligibility criteria thereof may be immediately eligible Hearthside Food Solutions LLC Health Flexible Spending Plan and Hearthside Food Solutions LLC Dependent Care Flexible Spending Account Plan (collectively, the "Seller's Cafeteria Plan") and Buyer agrees to participate. From cause Buyer's Cafeteria Plan to accept a spin-off of the Distribution Date until flexible spending reimbursement accounts from Seller's Cafeteria Plan and to honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Hired Employee who participated under the Seller's Cafeteria Plan in health care or dependent care respect of the flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) that are in effect immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions Closing Date provided that were in effect immediately before the Effective Time will continue, during Seller provides all data reasonably requested by the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant Buyer to the HHH Cafeteria PlanBuyer within three (3) business days of the Closing. As soon as practicable following the claim submission deadline under Closing Date, the HHH Seller shall cause to be transferred from the Seller's Cafeteria Plan for claims incurred in to Buyer's Cafeteria Plan the calendar year in which the Distribution Date occurredexcess, the HHH Group shall determine if any, of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Cafeteria Plan made during such the year in which the Closing Date occurs by the Transferring Hired Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (the “Net FSA Balance”)Hired Employees. If the Net FSA Balance is positive, aggregate reimbursement payouts from the HHH Group shall pay to flexible spending reimbursement accounts under the Seaport Entertainment Group an amount in cash equal to Seller's Cafeteria Plan made during the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Closing Date occursoccurs to Hired Employees exceed the aggregate accumulated contributions to such accounts for such year by the Hired Employees, HHH the Buyer shall cause such excess to be transferred to the Seller as soon as practicable following the Closing Date. On and after the Closing Date, the Buyer shall assume and be solely responsible for all claims for reimbursement from by Hired Employees under the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Seller's Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearPlan, whether such claims are incurred prior to, on or after the Distribution Closing Date, which claims shall be that have not been paid pursuant to and under the terms in full as of the HHH Cafeteria PlanClosing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Distribution Closing Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Purchaser Cafeteria Plan”) allowing for that provides benefits to Transferred Employees not substantially less favorable than those provided by the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s the cafeteria plan plans in which such Transferred Employees are eligible to participate as of the date hereof (the “HHH Tyco Electronics Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan). As soon as practicable following the claim submission deadline under Closing Date, Seller shall cause to be transferred to Purchaser an amount in cash equal to the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Tyco Electronics Cafeteria Plan made during such the year in which the Closing Date occurs by the Transferring Transferred Employees less over the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (Transferred Employees; provided, however, that, if the “Net FSA Balance”). If aggregate payouts from the Net FSA Balance is positive, flexible spending reimbursement accounts made during the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Closing Date occursoccurs to such Transferred Employees exceed the aggregate accumulated contributions to such accounts for such year by such employees, HHH Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the Closing Date. Purchaser shall cause such amounts to be credited to each such Transferred Employees’ corresponding accounts under the Purchaser Cafeteria Plan in which such employees participate following the Closing Date. On and after the Closing Date, Purchaser shall assume and be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar yearTransferred Employees, whether such claims are incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the HHH Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to Transferred Employees for reimbursement under the Tyco Electronics Cafeteria Plan that have not been paid in full as of the Closing Date. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred Employees under the Tyco Electronics Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.