Common use of Company Employee Benefit Plans Clause in Contracts

Company Employee Benefit Plans. (i) Section 4N(i) of the Seller Disclosure Letter lists each Employee Benefit Plan. (ii) Seller has provided Buyer with complete and accurate copies of all Employee Benefit Plans, including plan texts and amendments thereto (including written summaries of any unwritten plan or amendment) and all other material documents concerning such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan and complies in form and in operation in all respects with the applicable requirements of ERISA and the Code and the regulations promulgated thereunder, except where the failure to comply would not have a Company Material Adverse Effect. Each Employee Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each Employee Benefit Plan, or adequate accruals therefor will have been provided for. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code § 401(a) has timely filed for a favorable determination letter from the Internal Revenue Service for a determination letter that covers EGTRRA. (iv) None of Seller, its Subsidiaries or any ERISA Affiliate has any material liability under Title IV of ERISA that will become a liability of Buyer as a result of the transactions contemplated by this Agreement. (v) Section 4N(v) of the Seller Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Plan, to the knowledge of Seller, (i) no “party in interest” or “disqualified person” (as defined in Section 3(14) of ERISA or Section 4975 of the Code, respectively) has engaged in a transaction which could subject Buyer, the Company or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or any other applicable law. (viii) There are no actions, audits, investigations, claims (other than routine claims for benefits), lawsuits or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member of the Paper Group or any of its Subsidiaries, would result in a Company Material Adverse Effect, and, to the knowledge of Seller, there are no facts that could give rise to a material liability with respect to any such actions, audits, investigations, claims, lawsuits or arbitrations. (ix) Except as set forth in Section 4N(ix) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code. (xi) Except as set forth on Section 4N(xi) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in (i) any material payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due to any Business Employee, (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries or, solely with respect to the Business, the Seller or any of its other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter and (B) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closing. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee Benefit Plan that is subject to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respect.

Company Employee Benefit Plans. (i) Section 4N(i) 4N of the Seller Company Disclosure Letter lists sets forth a list of each Employee Benefit Plan. (ii) Seller has provided Buyer with complete and accurate copies . Except as set forth on Section 4N of all Employee Benefit Plansthe Company Disclosure Letter, including plan texts and amendments thereto (including written summaries of any unwritten plan or amendment) and all other material documents concerning such Employee Benefit Plans. (iii) Each each Employee Benefit Plan has been maintained, funded and administered in all material respects in accordance with the its terms of such Employee Benefit Plan and complies in form and in operation in all material respects with the applicable requirements of ERISA and ERISA, the Code and other applicable laws. Other than routine claims for benefits, there is no audit, investigation, claim or lawsuit pending or, to the regulations promulgated thereunder, except where the failure to comply would not have a Company Material Adverse Effect. Each Employee Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) knowledge of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act Company, threatened against or arising out of 2001 (“EGTRRA”)) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each an Employee Benefit Plan. (ii) Except as set forth on Section 4N of the Company Disclosure Letter, or adequate accruals therefor will have been provided for. Each each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code § Section 401(a) of the Code has timely filed for received a favorable determination letter from the Internal Revenue Service for a and no determination letter with respect to any Employee Benefit Plan has been revoked nor has the Company or any Subsidiary received notice of threatened revocation, nor has any Employee Benefit Plan been amended, or (except with respect to amendments for which the remedial amendment period has not yet expired) failed to be amended, since the date of its most recent determination letter in any respect that covers EGTRRAwould adversely affect its qualification or materially increase its cost nor has any Employee Benefit Plan been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. To the knowledge of the Company, there are no facts or circumstances that would adversely affect the qualified status of any such Employee Benefit Plan. (iviii) Except as set forth on Section 4N of the Company Disclosure Letter, none of the Company or any of its Subsidiaries contributes to, or has any obligation to contribute to, any Title IV Plan or any Multiemployer Plan. No Title IV Plan has been completely or partially terminated or been the subject of a Reportable Event, and no Title IV Plan has an accumulated funding deficiency or has applied for or received a minimum funding waiver. No proceeding by the PBGC to terminate any Title IV Plan has been instituted or, to the knowledge of the Company, threatened. None of Sellerthe Company, its Subsidiaries or any ERISA Affiliate has incurred or is reasonably likely to incur any material liability to the PBGC (other than with respect to PBGC premium payments not yet due) or has incurred or is reasonably likely to incur any material liability, including any contingent liability under Section 4204 of ERISA, on account of a “partial withdrawal” or a “complete withdrawal” (within the meaning of Sections 4205 and 4203 of ERISA) from any Multiemployer Plan. (iv) Except as set forth on Section 4N of the Company Disclosure Letter, all contributions to, and payments from, the Employee Benefit Plans which may have been required to be made in accordance with the Employee Benefit Plans and, when applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made. (v) The Company, each Subsidiary and each ERISA Affiliate have complied in all material respects with the notice and continuation coverage requirements of Section 4980B of the Code and the regulations thereunder, including, without limitation, the “M&A regulations” set out in Treas. Reg. 54.4980B-9, with respect to each Employee Benefit Plan that is, or was during any taxable year of the Company, any Subsidiary or any ERISA Affiliate for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code. (vi) Neither the Employee Benefit Plans, the Company or any Subsidiary, nor any employee of the foregoing, nor, to the Company’s knowledge, any trusts created thereunder, nor any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to subject any thereof to a material tax or penalty on prohibited transactions imposed by such Section 4975 or the sanctions imposed under Title IV I of ERISA that in a material amount. (vii) A true and complete copy of each Employee Benefit Plan, and, as applicable, a copy of the most recent IRS Determination Letter received, the three most recent IRS Forms 5500 filed, and the most recent actuarial report with respect to each such Employee Benefit Plan, have been furnished to Buyer. (viii) Except as set forth on Section 4N of the Company Disclosure Letter, no employee of the Company will become a liability be entitled to any additional compensation or benefits or any acceleration of Buyer the time of payment or vesting of any compensation or benefits under any Employee Benefit Plan, including, without limitation, any payment or acceleration under any equity based plan, solely as a result of the transactions contemplated by this Agreement. (vix) Section 4N(v) 4N of the Seller Company Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) The Company, each Subsidiary and each ERISA Affiliate and each of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated Plans are in compliance in all material respects with all the provisions of the applicable lawslaws of each jurisdiction in which any of the Foreign Benefit Plans are maintained. (vi) Neither the Seller, its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Plan, to the knowledge of Seller, (i) no “party in interest” or “disqualified person” (as defined in Section 3(14) of ERISA or Section 4975 of the Code, respectively) has engaged in a transaction which could subject Buyer, the Company or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or any other applicable law. (viii) There are no actions, audits, investigations, claims (other than routine claims for benefits), lawsuits or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member of the Paper Group or any of its Subsidiaries, would result in a Company Material Adverse Effect, and, to the knowledge of Seller, there are no facts that could give rise to a material liability with respect to any such actions, audits, investigations, claims, lawsuits or arbitrations. (ixx) Except as set forth in Section 4N(ix) 4N of the Seller Company Disclosure Letter, no Employee all contributions to, and payments from, the Foreign Benefit Plan provides for medical Plans (other than payments to be made from a trust, insurance contract or health, life insurance or post-retirement death benefits (through insurance or otherwiseother funding medium) or provides for which have been required to be made in accordance with the continuation of such benefits or coverage for any participant or any dependent or beneficiary terms of any participant after such participant’s retirement or other termination of employmentplan, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) and, when applicable, the law of the Codejurisdiction in which such plan is maintained, have been timely made. (xi) Except as set forth on in Section 4N(xi) 4N of the Seller Company Disclosure Letter, the consummation each of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in (i) any material payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus payments Foreign Benefit Plans has obtained from the government or otherwise) becoming due to any Business Employee, (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries or, solely governments having jurisdiction with respect to such plan any required determinations that such plans are in compliance with the Business, the Seller or laws and regulations of any of its other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter and (B) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closinggovernment. (xii) No Employee Each of the Foreign Benefit Plans for which an applicable statute of limitations remains open has been administered at all times, in all material respects, in accordance with its terms. Except as set forth in Section 4N of the Company Disclosure Letter, there are no pending investigations by any governmental agency involving the Foreign Benefit Plans, no claims pending or threatened in writing (except for claims for benefits payable in the normal operation of the Foreign Benefit Plans), suits or proceedings against any Foreign Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee asserting any rights or claims to benefits under any Foreign Benefit Plan that is subject which could reasonably be expected to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in give rise to any material respectliability.

Company Employee Benefit Plans. (i) Section 4N(i5M(i) of the Seller Company Disclosure Letter lists sets forth a list of each Employee Benefit Plan. (ii) Seller has provided Buyer with complete and accurate copies Plan as of all Employee Benefit Plans, including plan texts and amendments thereto (including written summaries of any unwritten plan or amendment) and all other material documents concerning the date hereof. Each such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in all material respects in accordance with its terms and the terms of such Employee Benefit Plan any applicable collective bargaining agreement and complies in form and in operation in all respects with the applicable requirements of ERISA and ERISA, the Code and the regulations promulgated thereunder, except where the failure to comply would other Applicable Laws. There has not have a Company Material Adverse Effect. Each Employee Benefit Plan which is an “employee pension benefit plan” been any prohibited transaction (within the meaning of Section 3(2) 406 of ERISA and which is intended to be qualified under or Section 401(a) 4975 of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)Code) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each any such Employee Benefit PlanPlan and, other than routine claims for benefits, there are no claims or adequate accruals therefor will have been provided forlawsuits pending or, to the knowledge of the Company, threatened against or arising out of an Employee Benefit Plan as of the date hereof, except in each case as would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries. The Company and its Subsidiaries are in compliance in all material respects with the requirements of COBRA as of the date hereof. (ii) Each Employee Benefit Plan listed on Section 5M(i) of the Company Disclosure Letter and that is intended to meet the requirements of a “"qualified plan” " under Code § Section 401(a) has timely filed for of the Code has, as of the date hereof, received a favorable determination letter or opinion letter from the Internal Revenue Service for and, to the knowledge of the Company, nothing has occurred prior to the date hereof that would reasonably be expected to adversely affect such plan's qualified status. (iii) Except as set forth on Section 5M(iii) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries maintains, sponsors or contributes or has any material liability or obligation with respect to any Title IV Plan or any Multiemployer Plan. Except as set forth on Section 5M(iii) of the Company Disclosure Letter, no Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Code) whether or not waived, as of the date hereof. Neither the Company nor any of its Subsidiaries has, prior to the date hereof, incurred any liability or obligation on account of a determination letter "partial withdrawal" or a "complete withdrawal" (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan that covers EGTRRAhas not been satisfied in full. (iv) None Except as set forth on Section 5M(iv) of Sellerthe Company Disclosure Letter, its Subsidiaries or any ERISA Affiliate has any material liability under Title IV the execution of ERISA that will become a liability of Buyer as a result this Agreement and the consummation of the transactions contemplated herein will not, by this Agreementitself, result in any payment (whether of severance pay or otherwise) becoming due from or under any Employee Benefit Plan to any current or former director, officer, consultant or employee of the Company or any Subsidiary or result in the vesting, acceleration of payment or increases in the amount of any benefit payable under any Employee Benefit Plan to or in respect of any such current or former director, officer, consultant or employee. (v) None of the Company or its Subsidiaries contributes to or had any other material liability under or with respect to any "multiple employer welfare arrangement" as defined in Section 4N(v3(40)(A) of ERISA, or any "multiple employer plan" as described in ERISA Section 210. (vi) Neither the Company nor any of its Subsidiaries has material liability under any Employee Benefit Plan, nor has taken any action that could reasonably be expected to give rise to such material liability under any Employee Benefit Plan, arising out of the treatment of any service provider as a consultant or independent contractor and not as an employee. (vii) Except as set forth on Section 5M(vii) of the Seller Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any material liability with respect to post termination health, medical or life insurance benefits or other welfare benefits for retired, former or current employees or directors of the Company and its Subsidiaries (or any spouse, former spouse or other dependent thereof), other than pursuant to COBRA. (viii) Except as set forth on Section 5M(viii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries maintains a "voluntary employees beneficiary association" within the meaning of Section 501(c)(9)of the Code. (ix) Section 5M(ix) of the Company Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) Each of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered Plans has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated administered in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor provisions of the plans and the Applicable Laws of each jurisdiction in which any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee of the Foreign Benefit Plans are maintained. Each Foreign Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject intended to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Planqualify for special tax treatment, to the knowledge of Sellerthe Company, (i) no “party in interest” or “disqualified person” (as defined in Section 3(14) of ERISA or Section 4975 of meets all requirements for such treatment; and if required to be registered, has been registered with the Code, respectively) has engaged in a transaction which could subject Buyer, the Company or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or any other applicable law. (viii) There are no actions, audits, investigations, claims (other than routine claims for benefits), lawsuits or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member of the Paper Group or any of its Subsidiaries, would result in a Company Material Adverse Effect, appropriate authorities and, to the knowledge of Sellerthe Company, there are no facts that could give rise to a material liability has been maintained in good standing with respect to any such actions, audits, investigations, claims, lawsuits or arbitrations. (ix) Except as set forth in Section 4N(ix) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Lawappropriate regulatory authorities. (x) No Employee Benefit Plan is a “multiple employer To the Company's knowledge, neither the Company nor any of its Subsidiaries has any liability for any plan” as described in Section 3(40) of , policy or arrangement maintained, contributed to or sponsored by any other current or former ERISA or Section 413(c) of the CodeAffiliate. (xi) Except as set forth on Section 4N(xiThe Company has delivered or made available to Buyer a current, accurate and complete copy (to the extent such copy exists) of each Employee Benefit Plan and, to the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in extent applicable: (i) any material payment (includingcurrent related trust, without limitation, severance, unemployment compensation, golden parachute, bonus payments annuity contract or otherwise) becoming due to any Business Employee, other funding instrument; (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or most recent IRS determination letter; (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business EmployeePlan's current summary plan description, in each case if any; (Aiv) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries ormost recent (1) Form 5500 and attached schedules, solely with respect to the Business(2) audited financial statements, the Seller or any of its other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter and (B3) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closingactuarial valuation reports. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee Benefit Plan that is subject to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respect.

Company Employee Benefit Plans. The Sellers hereby represent and warrant to Buyer as follows: (ia) All Company Employee Benefit Plans which are "employee benefit plans," as defined in Section 4N(i3(3) of the Seller Disclosure Letter lists each Employee Benefit Plan. (ii) Seller has provided Buyer ERISA, are in all material respects in compliance with complete and accurate copies have been administered in compliance with all applicable requirements of all Employee Benefit Planslaw, including plan texts but not limited to the Code and amendments thereto (including written summaries of any unwritten plan or amendment) ERISA, and all other material documents concerning contributions required to be made to each such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in accordance with plan under the terms of such Employee Benefit Plan and complies in form and in operation in all respects with the applicable requirements of plan, ERISA and or the Code for all periods of time prior to December 31, 1997 or the Closing Date to the extent then due and payable, as the regulations promulgated thereundercase may be, except where have been or, as applicable, will by the failure Closing Date be timely made or paid in full or, to comply would the extent not have a Company Material Adverse Effect. Each Employee Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended required to be qualified made or paid on or before December 31, 1997 or the Closing Date, have been fully reflected on the Combined Balance Sheet or will be fully reflected as a liability of the Companies as of the Closing Date, respectively. (b) A favorable determination letter as to the qualification of each Company Pension Plan under Section 401(a) of the Code has timely adopted all amendments required for plan qualification (including amendments required by been issued and remains in effect and the Economic Growth and Tax Relief Reconciliation Act related trust has been determined to be exempt from taxation under Section 501(a) of 2001 (“EGTRRA”)) and nothing has occurred the Code and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including amendment has been made to such Company Pension Plan subsequent to the date of such determination letter, nor has any event occurred or circumstance arisen, that could adversely affect the Closingqualified status of such Company Pension Plan. Each Company Pension Plan has been administered in accordance with its terms and all applicable laws and regulations. Sellers, Seller shall the Companies and the Subsidiaries have made performed all contributions material obligations required to be made performed by it up to them under, and including are not in default under or in violation of, the date terms of any of the Closing Company Employee Benefit Plans in any material respect. None of Sellers, the Companies or the Subsidiaries or any other "disqualified person" (as defined in Section 4975 of the Code) or "party-in- interest" (as defined in Section 3(14) of ERISA) has engaged in any "prohibited transaction" (as such term is defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any Company Employee Benefit Plan (or its related trust), the Companies or the Subsidiaries or any officer, director or employee of the Companies or the Subsidiaries to the tax or penalty imposed under Section 4975 of the Code; all "fiduciaries," as defined in Section 3(21) of ERISA, with respect to each the Company Employee Benefit Plans have complied in all respects with the requirements of Section 404 of ERISA; and no "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Company Pension Plan, or adequate accruals therefor will have been provided for. Each . (c) No Company Employee Benefit Plan that is intended subject to meet Title IV or Section 302 of ERISA or Section 412, 4971 or 4980B of the requirements of a “qualified plan” under Code § 401(a) has timely filed for a favorable determination letter from the Internal Revenue Service for a determination letter that covers EGTRRA. (iv) Code. None of Seller, its Subsidiaries the Companies or any ERISA Affiliate has any material liability under Title IV of ERISA that will become a liability of Buyer as a result of the transactions contemplated by this Agreement. (v) Section 4N(v) of the Seller Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor any of their respective ERISA Affiliate maintains Affiliates now contributes or contributes has an obligation to contribute, nor has at any time during the last six years contributed to or has been obligated to contribute, to any liability with respect to an Employee Benefit Plan that is a “multiemployer plan” plan (within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Plan, to the knowledge of Seller, (i) no “party in interest” or “disqualified person” (as defined in Section 3(14) of ERISA or Section 4975 of the Code, respectively) has engaged in a transaction which could subject Buyer, the Company or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or any other applicable law. (viii) There are no actions, audits, investigations, claims (other than routine claims for benefits), lawsuits or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member of the Paper Group or any of its Subsidiaries, would result in a Company Material Adverse Effect, and, to the knowledge of Seller, there are no facts that could give rise to a material liability with respect to any such actions, audits, investigations, claims, lawsuits or arbitrations. (ix) Except as set forth in Section 4N(ix) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code. (xi) Except as set forth on Section 4N(xi) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in (i) any material payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due to any Business Employee, (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries or, solely with respect to the Business, the Seller or any of its other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter and (B) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closing. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7413(c) of the Code). , and none of the Companies, the Subsidiaries and their respective ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full. For these purposes: (xiiii) To Seller’s knowledgethe term "ERISA Affiliate" means, every employment agreementwith respect to any entity, contract trade or Employee Benefit Plan business, any other entity, trade or business that is subject to a member of a group described in Section 409A 414(b), (c), (m) or (o) of the Code has been operated in good faith compliance with or Section 4001(b)(1) of ERISA that includes the available guidance under Section 409A since January 1first entity, 2005trade or business, and nothing has occurred or that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A is a member of the Code same "controlled group" as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA; and (ii) "Withdrawal Liability" means liability to a multiemployer plan as a result of a complete or partial withdrawal from such multiemployer plan, as those terms are defined in any material respectPart I of Subtitle E of Title IV of ERISA.

Company Employee Benefit Plans. (i) Section 4N(i7N(i) of the Seller Company Disclosure Letter lists sets forth a list of each Employee Benefit Plan. (ii) Seller has provided Buyer with complete and accurate copies Plan as of all Employee Benefit Plans, including plan texts and amendments thereto (including written summaries of any unwritten plan or amendment) and all other material documents concerning the date hereof. Each such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in all material respects in accordance with its terms and the terms of such Employee Benefit Plan any applicable collective bargaining agreement and complies in form and in operation in all respects with the applicable requirements of ERISA and ERISA, the Code and other applicable Legal Requirements. The Company has timely paid all material contributions, premiums and expenses payable to or in respect of each Employee Benefit Plan under the regulations promulgated thereunderterms thereof and in accordance with applicable Legal Requirements. Neither the Company, except where any of its Subsidiaries nor, to the failure knowledge of the Company, any other Person has engaged in any transaction with respect to comply any Employee Benefit Plan that would be reasonably likely to subject the Company, any of its Subsidiaries, or Buyer to any Tax or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Legal Requirements. Other than routine claims for benefits, there is no claim or lawsuit pending or, to the knowledge of the Company, threatened against or arising out of such Employee Benefit Plan as of the date hereof. The Company and its Subsidiaries are in compliance with the requirements of COBRA as of the date hereof. No examination, voluntary correction proceeding or audit of any Employee Benefit Plan by any Governmental Entity is currently in progress or, to the knowledge of the Company, threatened. The Company is not have a Company Material Adverse Effect. party to any agreement or understanding with the Pension Benefit Guaranty Corporation, the Internal Revenue Service or the Department of Labor. (ii) Each Employee Benefit Plan which is an “employee pension benefit plan” within the meaning of listed on Section 3(2) of ERISA and which is intended to be qualified under Section 401(a7N(i) of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth Company Disclosure Letter and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each Employee Benefit Plan, or adequate accruals therefor will have been provided for. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code § Section 401(a) has timely filed for of the Code has, as of the date hereof, received a favorable determination letter or opinion letter from the Internal Revenue Service for and, to the knowledge of the Company, nothing has occurred prior to the date hereof that could reasonably be expected to adversely affect such plan’s qualified status. (iii) Except as set forth in Section 7N(iii) of the Company Disclosure Letter, no Employee Benefit Plan is (i) a determination letter “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, (ii) a plan that covers EGTRRAis subject to Title IV of ERISA, Sections 302 or 303 of ERISA or Sections 412 or 436 of the Code, (iii) a multiple employer plan as defined in Section 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, and neither the Company nor any ERISA Affiliate of the Company has maintained, contributed to, or been required to contribute to any Employee Benefit Plan described in clauses (i), (ii), (iii) or (iv) above within the last six (6) years. No Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA or Section 412 of the Code) whether or not waived or has been the subject of a “reportable event” (as defined in Section 4043 of ERISA), in each case as of the date hereof. Neither the Company, nor any Subsidiary, nor any ERISA Affiliate has, prior to the date hereof, incurred any liability or obligation on account of a “partial withdrawal” or a “complete withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan that has not been satisfied in full. (iv) None Except as set forth in Section 7N(iv) of Sellerthe Company Disclosure Letter, its Subsidiaries or any ERISA Affiliate has any material liability under Title IV of ERISA that will become a liability of Buyer as a result the consummation of the transactions contemplated by this AgreementAgreement will not (i) result in a material increase in or accelerate the vesting of any of the benefits available under any Employee Benefit Plan, or (ii) otherwise entitle any current or former director or employee of the Company, its Subsidiaries or their ERISA Affiliates to severance pay or any other payment. (v) Section 4N(v7N(v) of the Seller Company Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) The Company, each Subsidiary thereof and each ERISA Affiliate and each of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated Plans are in compliance in all material respects with all the provisions of the applicable lawsLegal Requirements of each jurisdiction in which any of the Foreign Benefit Plans are maintained. (vi) Neither the Seller, its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Plan, the Company has delivered to Buyer complete copies of each of the knowledge of Seller, following documents: (i) no “party a copy of each Employee Benefit Plan (including any amendments thereto currently in interest” effect and all administration agreements, insurance policies, investment management or “disqualified person” advisory agreements currently in effect); (as defined in Section 3(14ii) a copy of the most recent Form 5500 annual report, if any, required under ERISA or the Code; (iii) a copy of the most recent summary plan description (and any summary of material modifications), if any, required under ERISA; (iv) if the Employee Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement (including any amendments thereto); (v) if the Employee Benefit Plan is intended to be qualified under Section 4975 401(a) of the Code, respectivelythe most recent determination letter received from the Internal Revenue Service; (vi) has engaged in a transaction which could subject Buyer, any actuarial reports (if any); and (vii) all non-routine correspondence with the Company Internal Revenue Service or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) Department of ERISA) has breached in any material respect any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or any other applicable law. (viii) There are no actions, audits, investigations, claims (other than routine claims for benefits), lawsuits or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of Labor regarding any Employee Benefit Plan, which if determined adversely . The Company has disclosed to Buyer the terms and conditions of any member of the Paper Group or any of its Subsidiaries, would result in a Company Material Adverse Effect, and, to the knowledge of Seller, there are no facts that could give rise to a material liability with respect to any such actions, audits, investigations, claims, lawsuits or arbitrationsunwritten Employee Benefit Plan. (ixvii) Except as set forth in Each Employee Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 4N(ix409A(d)(1) of the Seller Disclosure LetterCode) has been operated in all material respects in compliance with Section 409A of the Code, IRS Notice 2005-1, Treasury Regulations issued under Section 409A of the Code, and any subsequent guidance relating thereto, and no Employee Benefit Plan provides for medical employee of the Company or healthits Subsidiaries is entitled to any gross-up or otherwise entitled to indemnification by the Company, life insurance any Subsidiary of the Company or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage any ERISA Affiliate for any participant or any dependent or beneficiary violation of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) 409A of the Code. (xiviii) Except None of the Employee Benefit Plans that are “welfare benefit plans” within the meaning of Section 3(1) of ERISA provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a “group health plan” as set forth on defined in Section 4N(xi4980B(g) of the Seller Disclosure LetterCode and Section 607 of ERISA. (ix) Neither the Company, the consummation any of its Subsidiaries nor any ERISA Affiliate of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in (i) any material payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due to any Business Employee, (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group Company or any of its Subsidiaries orhas used the services or workers provided by third party contract labor suppliers, solely with respect to the Businesstemporary employees, the Seller or any of its other Subsidiaries, or under any Employee Benefit Plan set forth on “leased employees” (as that term is defined in Section 4N(i) of the Seller Disclosure Letter and (B) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closing. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7414(n) of the Code). (xiii) To Seller’s knowledge, every employment agreementor individuals who have provided services as independent contractors, contract or to an extent that would reasonably be expected to result in the disqualification of any of the Employee Benefit Plan that is subject Plans or the imposition of penalties or excise taxes with respect to Section 409A any of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A Plans by the Internal Revenue Service, the Department of Labor or the Code in any material respectPension Benefit Guaranty Corporation.

Company Employee Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Schedule contains a true and complete list of each deferred compensation and each bonus or other incentive compensation, stock purchase, stock option and other equity compensation or ownership plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other "welfare" plan, fund or program (other than a statutorily mandated non-U.S. based benefit (b) (i) Section 4N(i) of the Seller Disclosure Letter lists each Each Company Employee Benefit Plan. Plan is in compliance in all material respects with all applicable Laws (including ERISA and the Code) and has been administered and operated materially in accordance with its terms; (ii) Seller has provided Buyer with complete and accurate copies of all Employee Benefit Plans, including plan texts and amendments thereto (including written summaries of any unwritten plan or amendment) and all other material documents concerning such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan and complies in form and in operation in all respects with the applicable requirements of ERISA and the Code and the regulations promulgated thereunder, except where the failure to comply would not have a each Company Material Adverse Effect. Each Employee Benefit Plan which is an “employee pension benefit plan” intended to be "qualified" within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each Employee Benefit Plan, or adequate accruals therefor will have been provided for. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code § 401(a) has timely filed for received a favorable determination letter from the Internal Revenue Service to such effect or has a remaining period of time to apply for such a determination letter that covers EGTRRA. and, to the best knowledge of the Company, no material event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination; (iviii) None no liability under Title IV or Section 302 of Seller, its Subsidiaries ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any material ERISA Affiliate of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been paid when due); (iv) no Company Employee Benefit Plan has, to the knowledge of the Company, engaged in a prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) which is not otherwise an exempt prohibited transaction; (v) the actuarial present value of the accumulated plan benefits (whether or not vested) under each Company Employee Benefit Plan covered by Title IV of ERISA, or which otherwise is a pension plan (as defined in Section 3(2) of ERISA) or provides for actuarially determined benefits (other than any Company Employee Benefit Plan which is a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) (a "Company Multiemployer Plan")), as of the close of its most recent plan year did not exceed the market value of the assets allocable thereto; (vi) no Company Employee Benefit Plan covered by Title IV of ERISA has been terminated and no proceedings have been instituted to terminate or appoint a trustee under Title IV of ERISA that will become a liability of Buyer as a result of the transactions contemplated by this Agreement. to administer any such plan; (vvii) Section 4N(v) of the Seller Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has any liability with respect to an no Company Employee Benefit Plan that is a “multiemployer plan” (other than any Company Multiemployer Plan) subject to Section 412 of the Code or Section 302 of ERISA has incurred any accumulated funding deficiency within the meaning of Section 3(37) 412 of the Code or Section 302 of ERISA, or obtained a waiver of any minimum funding standard or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA; (viii) subject to as of the date of this Agreement, neither the Company nor any of its Affiliates has incurred any unsatisfied withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA with respect to which Buyer any Company Multiemployer Plan, and the aggregate liabilities of the Company and its Affiliates to all Company Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each Company Multiemployer Plan ended prior to the date hereof, could not reasonably be expected to have a Company Material Adverse Effect; (ix) the execution of this Agreement and the consummation of the transactions contemplated hereby do not constitute a triggering event under any liability under Title IV of ERISA. (vii) With respect to each Company Employee Benefit Plan, to policy, arrangement, statement, commitment or agreement, which (either alone or upon the knowledge occurrence of Seller, (iany additional or subsequent event) no “party will result in interest” or “disqualified person” (any "excess parachute payment," as such term is defined in Section 3(14) of ERISA or Section 4975 280G of the Code, respectively) has engaged or will result in a transaction which could subject Buyerany severance, bonus, retirement, job security or similar type benefit, or increase any benefits or accelerate the payment or vesting of any benefits to any employee or former employee or director of the Company or Stockholdersits Affiliates, directly or indirectlyrequire the immediate funding or financing of any compensation or benefits; (x) no liability, claim, action, litigation, audit (other than the pending audit by the Department of Labor on the Company's 401(k) plan), examination, investigation or administrative proceeding has been made, commenced or, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any best knowledge of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or Company, threatened with respect to any other applicable law. (viii) There are no actions, audits, investigations, claims Company Employee Benefit Plan (other than routine claims for benefits)benefits payable in the ordinary course) which could reasonably be expected to, lawsuits individually or arbitrations pending orin the aggregate, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member of the Paper Group or any of its Subsidiaries, would result in have a Company Material Adverse Effect; (xi) except as required to maintain the tax qualified status of any Company Employee Benefit Plan intended to qualify under Section 401(a) of the Code, no condition or circumstance exists that would prevent the amendment or termination of any Company Employee Benefit Plan; and (xii) there has been no amendment to, written interpretation or announcement (whether or not written) relating to, or change in employee participation or coverage under, any Company Employee Benefit Plan which would increase materially the expense of maintaining such Company Employee Benefit Plan above the level of such expense incurred for the most recently ended fiscal year. (c) The Company has delivered or made available to Parent true and complete copies of each Company Employee Benefit Plan and any related trust agreement, and, to the knowledge of Seller, there are no facts that could give rise to a material liability extent applicable with respect to any such actionsthereto, audits, investigations, claims, lawsuits or arbitrations. (ix) Except as set forth in Section 4N(ix) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code. (xi) Except as set forth on Section 4N(xi) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in (i) any material payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due to any Business Employee, the current summary plan description; (ii) the most recent annual report on Internal Revenue Service Form 5500, including any material increase in the amount of compensation or benefits payable to any Business Employee or attachments thereto; (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case most recent financial report; (Aiv) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries or, solely with respect to the Business, the Seller or any of its other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter most recent actuarial valuation report; and (Bv) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closingmost recent determination letter received from the Internal Revenue Service. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee Benefit Plan that is subject to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respect.

Company Employee Benefit Plans. Section 4.11 of the Company Disclosure Schedule, as supplemented within ten (i10) Business Days after the date of this Agreement, lists each current Employee Benefit Plan (as defined in Section 4N(i3(3) of ERISA), whether or not subject to ERISA, which the Seller Disclosure Letter lists each Employee Company or any of its Subsidiaries or ERISA Affiliates maintains, or to which the Company or any of its Subsidiaries or ERISA Affiliates contributes, has within the last six (6) years contributed (to the extent available to the Company utilizing commercially reasonable efforts to obtain the same), or has any obligation to contribute ("Company Benefit Plan"). (ii) Seller has provided Buyer with complete and accurate copies of all Employee Benefit Plans, including plan texts and amendments thereto (including written summaries of any unwritten plan or amendment) and all other material documents concerning such Employee Benefit Plans. (iiia) Each Employee Company Benefit Plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in accordance with the terms of such Employee Company Benefit Plan and complies in form and in operation in all material respects with the applicable requirements of ERISA, the Code, and other Applicable Laws. (b) All required reports and descriptions (including Form 5500 annual reports, summary annual reports, and summary plan descriptions) have been timely filed and/or distributed in accordance with the applicable requirements of ERISA and the Code with respect to each such Company Benefit Plan. The requirements of COBRA have been met with respect to each Company Benefit Plan and the regulations promulgated thereunder, except where the failure to comply would not have a Company Material Adverse Effect. Each each Employee Benefit Plan maintained by an ERISA Affiliate which is an “employee pension benefit plan” within the meaning of Employee Welfare Benefit Plan (as defined in Section 3(2) of ERISA) subject to COBRA. (c) All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and which the Code to each such Company Benefit Plan that is intended to be qualified under an Employee Pension Benefit Plan (as defined in Section 401(a3(2) of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)ERISA) and nothing has occurred all contributions for any period ending on or before the Closing Date which are not yet due have been made to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date practice of the Closing, Seller shall have made Company and its Subsidiaries. All premiums or other payments for all contributions required to be made by it up to and including the date of periods ending on or before the Closing Date have been paid with respect to each Employee Benefit Plan, or adequate accruals therefor will have been provided for. Each Employee Company Benefit Plan that is an Employee Welfare Benefit Plan. (d) Each Company Benefit Plan which is intended to meet the requirements of a “"qualified plan” " under Code § Section 401(a) has received a determination from the Internal Revenue Service that such Company Benefit Plan is so qualified, and nothing has occurred since the date of such determination that could adversely affect the qualified status of any such Company Benefit Plan. All such Company Benefit Plans have been or will be timely filed amended for a favorable determination letter from the requirements of the Tax legislation commonly known as "GUST" and "EGTRRA" and have been or will be submitted to the Internal Revenue Service for a favorable determination letter that covers EGTRRAon the GUST requirements within the remedial amendment period prescribed by GUST. (ive) None of Seller, its Subsidiaries or any ERISA Affiliate has any material liability under Title IV of ERISA that will become a liability of Buyer as a result of the transactions contemplated by this Agreement. (v) Section 4N(v) of the Seller Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has There have been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Plan, to the knowledge of Seller, (i) no “party in interest” or “disqualified person” Prohibited Transactions (as defined in under Section 3(14406 of ERISA) of with respect to any Company Benefit Plan or any Employee Benefit Plan maintained by an ERISA or Section 4975 of the Code, respectively) Affiliate. No fiduciary has engaged in a transaction which could subject Buyer, the Company or Stockholders, directly or indirectly, to a material tax, penalty or any liability for prohibited transactions imposed by ERISA, the Code breach of fiduciary duty or any other applicable law and, (ii) no fiduciary (as defined failure to act or comply in Section 3(21) of ERISA) has breached in any material respect any connection with the administration or investment of the responsibilities assets of any Company Benefit Plan. No action, suit, proceeding, hearing, or obligations imposed upon investigation with respect to the fiduciary under Title I administration or the investment of ERISA or the assets of any other applicable law. (viii) There are no actions, audits, investigations, claims Company Benefit Plan (other than routine claims for benefits) is pending or threatened. The Company does not have any knowledge of any basis for any such action, suit, proceeding, hearing or investigation. (f) The Company has made available to the Purchaser correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent annual report (Form 5500, with all applicable attachments), lawsuits and all related trust agreements, insurance contracts, and other funding arrangements which implement each Company Benefit Plan. (g) With respect to each Company Benefit Plan or arbitrations pending orEmployee Benefit Plan of any ERISA Affiliate to which any of them contributes or has any obligation to contribute, to the knowledge of Seller, threatened or with respect to which any Employee of them has any liability or potential liability: (i) No such Company Benefit Plan that is an Employee Pension Benefit Plan (other than any Multiemployer Plan (as defined in Section 3(37) of ERISA)) has been completely or against partially terminated or been the subject of a "reportable event". No proceeding by the Pension Benefit Guaranty Corporation ("PBGC") to terminate any fiduciary such Employee Pension Benefit Plan has been instituted or threatened. The market value of assets under each such Company Benefit Plan that is an Employee Pension Benefit Plan (other than any Multiemployer Plan) equals or exceeds the present value of all vested and nonvested liabilities thereunder determined in accordance with PBGC methods, factors, and assumptions applicable to an Employee Pension Benefit Plan, which if determined adversely to any member of Plan terminating on the Paper Group or date for determination; and (ii) Neither the Company nor any of its Subsidiaries has incurred, and none of the Company, its Subsidiaries, would result in a or their employees with responsibility for employee benefits matters has any reason to expect that the Company Material Adverse Effect, and, to the knowledge of Seller, there are no facts that could give rise to a material liability with respect to any such actions, audits, investigations, claims, lawsuits or arbitrations. (ix) Except as set forth in Section 4N(ix) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code. (xi) Except as set forth on Section 4N(xi) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in (i) any material payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due to any Business Employee, (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries orwill incur, solely any liability to the PBGC (other than with respect to PBGC premium payments not yet due) or otherwise under Title IV of ERISA or under the BusinessCode with respect to any Company Benefit Plan which is an Employee Pension Benefit Plan. (h) None of the Company, its Subsidiaries, and any ERISA Affiliate contributes to, has any obligation to contribute to, or has any liability (including withdrawal liability as defined in ERISA Section 4201) under or with respect to any Multiemployer Plan. (i) Neither the Seller Company nor any of its Subsidiaries maintains, contributes to or has an obligation to contribute to, or has any liability or potential liability with respect to, any Employee Welfare Benefit Plan providing health or life insurance or other welfare-type benefits for current or future retired or terminated directors, officers or employees (or any spouse or other dependent thereof) of the Company or any of its Subsidiaries other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter and (B) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closingthan in accordance with COBRA. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee Benefit Plan that is subject to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respect.

Company Employee Benefit Plans. (i) Section 4N(i) 7M of the Seller Company Disclosure Letter lists each Employee Benefit Planall Plans. Copies of all Plans and the summary plan descriptions, the most recent annual reports on Internal Revenue Service Form 5500 and actuarial reports, if applicable, and, if not applicable, statement of trust assets, for such Plans have been made available to the Buyer. (ii) Seller has provided Buyer with complete and accurate copies Except as set forth on Section 7M of all Employee Benefit Plans, including plan texts and amendments thereto (including written summaries of any unwritten plan the Company Disclosure Letter or amendment) and all other material documents concerning such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan and complies in form and in operation in all respects with the applicable requirements of ERISA and the Code and the regulations promulgated thereunder, except where the failure to comply as would not have result in a Company Material Adverse Effect. Each Employee Benefit Plan which , (A) there is an “employee pension benefit plan” no accumulated funding deficiency, whether or not waived, within the meaning of Section 3(2) 302 of ERISA ERISA, and which is intended to be qualified under Section 401(a) 412 of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each Employee Benefit Plan, or adequate accruals therefor will have been provided for. Each Employee Benefit any Plan that is intended subject to meet such sections, (B) no “reportable event” (other than those for which the requirements of a 30-day notice to the Pension Benefit Guaranty Corporation (“qualified plan” under Code § 401(aPBGC”) has timely filed been waived) or “prohibited transaction” (other than those for a favorable determination letter from which there is an available exemption) (as such terms are defined in ERISA and the Internal Revenue Service for a determination letter that covers EGTRRA. Code, as applicable) has occurred with respect to any Plan during the five years preceding the Closing Date, (ivC) None of Seller, its Subsidiaries or any ERISA Affiliate has any material liability under Title IV of ERISA that will become a liability of Buyer as a result of the transactions contemplated by this Agreement. (v) Section 4N(v) of the Seller Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated in compliance in all material respects with all the presently applicable laws. provisions of ERISA, the Code and other applicable law, (viD) Neither neither the Seller, Company nor any of its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has incurred any liability under Title IV of ERISA to the PBGC in connection with respect to an Employee Benefit any Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA with respect that has not been fully paid prior to the date hereof, other than liability for premiums due the PBGC, which Buyer could premiums have any liability been paid when due, and no such Plan has been terminated or is reasonably expected to be terminated or to be subject to proceedings by the PBGC under Title IV of ERISA. ERISA on or before the Closing Date, (viiE) With the IRS has issued, with respect to each Employee Benefit PlanPlan intended to be tax qualified under Sections 401(a) and 501(a) of the Code, a letter determining that such Plan is qualified and its related trust is exempt from United States federal income tax under Sections 401(a) and 501(a) of the Code, respectively, and there has been no occurrence affecting the form or operation of any Plan since the date of any such determination letter which is likely to the knowledge of Selleradversely affect such qualification, (iF) no Plan is a “party in interestmultiple employer plan” (within the meaning of Section 413(c) of the Code) or a “disqualified personmultiemployer plan” (as defined in Section 3(143(37) of ERISA), and no withdrawal liability has been incurred by or asserted against the Company or any of its Subsidiaries with respect to any employee pension benefit plan which is a multiple employer plan or a multiemployer plan, (G) the Company has received no notice and has no knowledge or reasonable expectation that any Plan is currently insolvent or currently in reorganization within the meaning of Title IV of ERISA or Section 4975 that increased contributions to any Plan are currently required to avoid a reduction in plan benefits or the imposition of any excise tax, and (H) as of the Codedate of this Agreement, respectively) has engaged in a transaction which could subject Buyer, the Company or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or any other applicable law. (viii) There there are no actions, audits, investigations, actions or claims existing or pending (other than routine claims for benefits), lawsuits ) or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member of and neither the Paper Group or Company nor any of its SubsidiariesSubsidiaries has been notified of any audit or investigation of a Plan by any applicable governmental entity. The Company does not make the representations in Subsections (A), (B), (C), (E) and (H) of this clause (ii) as to any Plan which is a multiemployer plan. (iii) Except as set forth on Section 7M of the Company Disclosure Letter or except as would not result in a Company Material Adverse Effect, and(A) each Plan that is a “group health plan” (as defined in Section 4980B of the Code) has been operated in material compliance with Section 4980B of the Code and the Health Insurance Portability and Accountability Act of 1996, (B) neither the Company nor any of its Subsidiaries has any material obligation or liability to provide medical, life insurance or supplemental pension benefits in respect of any current or former employees or independent contractors of the knowledge Company or any of Sellerits Subsidiaries beyond their retirement, there are and (C) no facts that could give rise to a material liability Plan provides for severance pay, unemployment compensation or any similar payment with respect to any such actions, audits, investigations, claims, lawsuits current or arbitrationsformer employee or independent contractor of the Company or any of its Subsidiaries. The Company does not make the representations in this clause (iii) with respect to any Plan which is a multiemployer plan. (ix) Except as set forth in Section 4N(ix) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code. (xiiv) Except as set forth on Section 4N(xi) 7M of the Seller Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will Letter or except as would not result in (i) any material payment (includinga Company Material Adverse Effect, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due all contributions required to any Business Employee, (ii) any material increase in be made by the amount of compensation or benefits payable to any Business Employee or (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group Company or any of its Subsidiaries orunder applicable law or the terms of any Plan or collective bargaining agreement have been made within the time prescribed by such law, solely with respect to the Business, the Seller Plan or any of its other Subsidiaries, or under any Employee Benefit Plan collective bargaining agreement. (v) Except as set forth on Section 4N(i) 7M of the Seller Company Disclosure Letter or except as would not result in a Company Material Adverse Effect, the Company and each of its Subsidiaries (A) is in compliance with all applicable laws respecting employment, employment practices, terms and conditions of employment and wages and hours (including, but not limited to, the Worker Adjustment Retraining Notification Act, the Age Discrimination in Employment Act, the Civil Rights Act of 1964, the Equal Pay Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Americans with Disability Act of 1990, the Family and Medical Leave Act of 1993, and any other federal, state or local law regulating employment or protecting employee rights), in each case, with respect to current and former employees and independent contractors of the Company and its Subsidiaries, (B) has withheld all amounts required by applicable Laws or by agreement to be withheld from the wages, salaries and other payments to such current and former employees and independent contractors, (C) is not liable for which Buyer and/or any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing, and (D) is not liable for any payment to any trust or other fund or to any applicable governmental entity, with respect to unemployment compensation benefits, social security or other benefits for such current or former employees and independent contractors. (vi) Except as set forth on Section 7M of the Company Disclosure Letter or except as would not result in a Company Material Adverse Effect, no event has occurred or would reasonably be expected to occur that would subject the Company or any Subsidiary thereof, by reason of its affiliation with any of its post-Closing Subsidiaries shall be liable following ERISA Affiliates, to any tax, fine, lien, penalty or other liability imposed by Title IV of ERISA, the ClosingCode or other applicable laws, rules and regulations. (xiivii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Except as set forth on Section 4975(e)(7) 7M of the Code). (xiii) To Seller’s knowledgeCompany Disclosure Letter or except as would not result in a Company Material Adverse Effect, every employment agreementneither the Company nor any of its Subsidiaries maintains sponsors, contract contributes to or Employee Benefit has any material liability with respect to any Plan that is subject provides benefits to Section 409A non-resident aliens with no United States source income outside of the Code United States (each, a “Foreign Plan”). Each Foreign Plan has been operated maintained, funded and administered in good faith compliance in all material respects with applicable law and the available guidance under Section 409A since January 1, 2005respective requirements of such Foreign Plan’s governing documents, and nothing no Foreign Plan has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respectunfunded or underfunded liabilities.

Company Employee Benefit Plans. (a) Set forth in Section 3.22(a) of the Company Disclosure Schedule is a list as of the date hereof of each material Company Benefit Plan. The Company has made available to Parent true, correct and complete copies of each Company Benefit Plan (or, with respect to any Company Benefit Plan not in writing, a summary of the material terms thereof) and the following related documents, to the extent applicable: (i) Section 4N(iall summary plan descriptions, amendments, modifications or material supplements, (ii) of the Seller Disclosure Letter lists each Employee Benefit Planmost recent annual report (Form 5500) filed with the IRS, (iii) the most recently received IRS determination letter, and (iv) the most recently prepared actuarial report. (iib) Seller Except as has provided Buyer with complete not had and accurate copies of all Employee Benefit Planswould not reasonably be likely to have, including plan texts and amendments thereto (including written summaries of any unwritten plan either individually or amendment) and all other material documents concerning such Employee Benefit Plans. (iii) Each Employee in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan has been maintainedestablished, funded operated and administered in accordance with its terms and the terms of such Employee Benefit Plan and complies in form and in operation in all respects with the applicable requirements of all applicable laws, including ERISA and the Code and the regulations promulgated thereunder, except where the failure Code. The IRS has issued a favorable determination letter or opinion with respect to comply would not have a each Company Material Adverse Effect. Each Employee Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which that is intended to be qualified under Section 401(a) of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRACompany Qualified Plans”)) and nothing the related trust, which letter or opinion has occurred not been revoked (nor has revocation been threatened), and, to the Company’s knowledge, there are no existing circumstances and no circumstances exist events have occurred that would put issuance reasonably be expected to adversely affect the qualified status of any Company Qualified Plan or the related trust. (c) Except as would not reasonably be expected to have, either individually or in the aggregate, a favorable letter on a pending application in doubt. As of and including the date of the ClosingCompany Material Adverse Effect, Seller shall have made all contributions required to be made to any Company Benefit Plan by it up to applicable law or by any plan document or other contractual undertaking, and including the date of the Closing all premiums due or payable with respect to each Employee insurance policies funding any Company Benefit Plan, or adequate accruals therefor will for any period through the date hereof, have been provided fortimely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company. Each Employee There are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, and, to the Company’s knowledge, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that would reasonably be expected to result in any liability of Company or any of its Subsidiaries in an amount that would be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected to result in any liability to the Company or any of its Subsidiaries in an amount that would be material to the Company and its Subsidiaries, taken as a whole, none of the Company nor any of its Subsidiaries nor any of their ERISA Affiliates sponsors, maintains or contributes to, or has in the past six years sponsored, maintained or contributed to (or been required to sponsor, maintain or contribute to), (i) any Company Benefit Plan that is intended subject to meet the requirements of a “qualified plan” under Code § 401(a) has timely filed for a favorable determination letter from the Internal Revenue Service for a determination letter that covers EGTRRA. (iv) None of Seller, its Subsidiaries or any ERISA Affiliate has any material liability under Title IV of ERISA that will become a liability of Buyer as a result of the transactions contemplated by this Agreement. ERISA, (vii) Section 4N(v) of the Seller Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(374001(a)(3) of ERISAERISA (a “Multiemployer Plan”) subject to Title IV or (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA with respect to which Buyer could have (a “Multiple Employer Plan”). Neither the Company nor any of its Subsidiaries has incurred any liability under that has not been satisfied to a Multiemployer Plan or Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or Multiple Employer Plan. (viie) With respect to each Employee Benefit Plan, to None of the knowledge Company nor any of Seller, (i) no its Subsidiaries has engaged in any “party in interest” or “disqualified personprohibited transaction” (as defined in Section 3(144975 of the Code or Section 406 of ERISA) which could subject any of ERISA the Company Benefit Plans or their related trusts, the Company, any of its Subsidiaries to any material tax or material penalty imposed under Section 4975 of the Code, respectivelyCode or Section 502 of ERISA. (f) has engaged in a transaction which could subject Buyer, None of the Company or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any of the responsibilities its Subsidiaries has any current or obligations imposed upon the fiduciary under Title I projected material liability in respect of ERISA post-employment or any other applicable law. (viii) There are no actionspost-retirement health or medical or life insurance benefits for retired, audits, investigations, claims (other than routine claims for benefits), lawsuits former or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member current employees of the Paper Group Company or any of its Subsidiaries, would result except as required to avoid excise Tax under Section 4980B of the Code. Any Company Benefit Plan providing post-employment or post- retirement health or medical or life insurance benefits (other than in connection with a Company Material Adverse Effect, and, severance benefit or agreement) may be amended or terminated prospectively at any time without penalty to the knowledge Company or its Affiliates. No Company Benefit Plan provides for the gross-up or reimbursement of SellerTaxes under Section 409A or 4999 of the Code, there are no facts that could give rise to a material liability with respect to any such actions, audits, investigations, claims, lawsuits or arbitrationsotherwise. (ixg) Except as otherwise set forth in Section 4N(ix3.22(g) of the Seller Company Disclosure LetterSchedule, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for neither the continuation execution of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Law. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code. (xi) Except as set forth on Section 4N(xi) of the Seller Disclosure Letter, this Agreement nor the consummation of the transactions contemplated by this Agreement, Agreement (either alone and without regard to or in conjunction with any other event, ) will not result in (i) entitle any material payment (includingcurrent or former Company Employee, without limitation, director or other individual independent contractor to any severance, unemployment compensation, golden parachute, bonus change in control or similar payments or otherwise) becoming due to benefits or provide for any Business Employeeincrease in such payments or benefits, (ii) accelerate the time of payment or vesting of any material compensation or benefits, or increase in the amount of compensation or benefits payable due to any Business Employee current or former Company Employee, director or other individual independent contractor or (iii) any acceleration of cause the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group Company or any of its Subsidiaries orto set aside any assets to fund or otherwise secure the payment of any benefits under, solely with respect to or result in any limitation on the Business, right of the Seller Company or any of its other SubsidiariesSubsidiaries to amend, merge, terminate or receive a reversion of assets from, any Company Benefit Plan. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or under any Employee Benefit Plan set forth on Section 4N(iin the form of benefits) of by the Seller Disclosure Letter and (B) for which Buyer and/or Company or any of its post-Closing Subsidiaries shall in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be liable following the Closing. (xii) No Employee Benefit Plan is an employee stock ownership plan (“excess parachute payment” within the meaning of Section 4975(e)(7) 280G of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee Benefit Plan that is subject to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respect.

Company Employee Benefit Plans. (i) Section 4N(i5M(i) of the Seller Company Disclosure Letter lists sets forth a list of each Employee Benefit Plan. (ii) Seller has provided Buyer with complete and accurate copies Plan as of all Employee Benefit Plans, including plan texts and amendments thereto (including written summaries of any unwritten plan or amendment) and all other material documents concerning the date hereof. Each such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in all material respects in accordance with its terms and the terms of such Employee Benefit Plan any applicable collective bargaining agreement and complies in form and in operation in all respects with the applicable requirements of ERISA and ERISA, the Code and the regulations promulgated thereunder, except where the failure to comply would other Applicable Laws. There has not have a Company Material Adverse Effect. Each Employee Benefit Plan which is an “employee pension benefit plan” been any prohibited transaction (within the meaning of Section 3(2) 406 of ERISA and which is intended to be qualified under or Section 401(a) 4975 of the Code has timely adopted all amendments required for plan qualification (including amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)Code) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each any such Employee Benefit PlanPlan and, other than routine claims for benefits, there are no claims or adequate accruals therefor will have been provided forlawsuits pending or, to the knowledge of the Company, threatened against or arising out of an Employee Benefit Plan as of the date hereof, except in each case as would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries. The Company and its Subsidiaries are in compliance in all material respects with the requirements of COBRA as of the date hereof. (ii) Each Employee Benefit Plan listed on Section 5M(i) of the Company Disclosure Letter and that is intended to meet the requirements of a “qualified plan” under Code § Section 401(a) has timely filed for of the Code has, as of the date hereof, received a favorable determination letter or opinion letter from the Internal Revenue Service for and, to the knowledge of the Company, nothing has occurred prior to the date hereof that would reasonably be expected to adversely affect such plan’s qualified status. (iii) Except as set forth on Section 5M(iii) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries maintains, sponsors or contributes or has any material liability or obligation with respect to any Title IV Plan or any Multiemployer Plan. Except as set forth on Section 5M(iii) of the Company Disclosure Letter, no Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA or Section 412 of the Code) whether or not waived, as of the date hereof. Neither the Company nor any of its Subsidiaries has, prior to the date hereof, incurred any liability or obligation on account of a determination letter “partial withdrawal” or a “complete withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan that covers EGTRRAhas not been satisfied in full. (iv) None Except as set forth on Section 5M(iv) of Sellerthe Company Disclosure Letter, its Subsidiaries or any ERISA Affiliate has any material liability under Title IV the execution of ERISA that will become a liability of Buyer as a result this Agreement and the consummation of the transactions contemplated herein will not, by this Agreementitself, result in any payment (whether of severance pay or otherwise) becoming due from or under any Employee Benefit Plan to any current or former director, officer, consultant or employee of the Company or any Subsidiary or result in the vesting, acceleration of payment or increases in the amount of any benefit payable under any Employee Benefit Plan to or in respect of any such current or former director, officer, consultant or employee. (v) None of the Company or its Subsidiaries contributes to or had any other material liability under or with respect to any “multiple employer welfare arrangement” as defined in Section 4N(v3(40)(A) of ERISA, or any “multiple employer plan” as described in ERISA Section 210. (vi) Neither the Company nor any of its Subsidiaries has material liability under any Employee Benefit Plan, nor has taken any action that could reasonably be expected to give rise to such material liability under any Employee Benefit Plan, arising out of the treatment of any service provider as a consultant or independent contractor and not as an employee. (vii) Except as set forth on Section 5M(vii) of the Seller Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any material liability with respect to post termination health, medical or life insurance benefits or other welfare benefits for retired, former or current employees or directors of the Company and its Subsidiaries (or any spouse, former spouse or other dependent thereof), other than pursuant to COBRA. (viii) Except as set forth on Section 5M(viii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries maintains a “voluntary employees beneficiary association” within the meaning of Section 501(c)(9)of the Code. (ix) Section 5M(ix) of the Company Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) Each of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered Plans has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated administered in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor provisions of the plans and the Applicable Laws of each jurisdiction in which any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee of the Foreign Benefit Plans are maintained. Each Foreign Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject intended to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Planqualify for special tax treatment, to the knowledge of Sellerthe Company, (i) no “party in interest” or “disqualified person” (as defined in Section 3(14) of ERISA or Section 4975 of meets all requirements for such treatment; and if required to be registered, has been registered with the Code, respectively) has engaged in a transaction which could subject Buyer, the Company or Stockholders, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has breached in any material respect any of the responsibilities or obligations imposed upon the fiduciary under Title I of ERISA or any other applicable law. (viii) There are no actions, audits, investigations, claims (other than routine claims for benefits), lawsuits or arbitrations pending or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, which if determined adversely to any member of the Paper Group or any of its Subsidiaries, would result in a Company Material Adverse Effect, appropriate authorities and, to the knowledge of Sellerthe Company, there are no facts that could give rise to a material liability has been maintained in good standing with respect to any such actions, audits, investigations, claims, lawsuits or arbitrations. (ix) Except as set forth in Section 4N(ix) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar Lawappropriate regulatory authorities. (x) No Employee Benefit Plan is a “multiple employer To the Company’s knowledge, neither the Company nor any of its Subsidiaries has any liability for any plan” as described in Section 3(40) of , policy or arrangement maintained, contributed to or sponsored by any other current or former ERISA or Section 413(c) of the CodeAffiliate. (xi) Except as set forth on Section 4N(xiThe Company has delivered or made available to Buyer a current, accurate and complete copy (to the extent such copy exists) of each Employee Benefit Plan and, to the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in extent applicable: (i) any material payment (includingcurrent related trust, without limitation, severance, unemployment compensation, golden parachute, bonus payments annuity contract or otherwise) becoming due to any Business Employee, other funding instrument; (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or most recent IRS determination letter; (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business EmployeePlan’s current summary plan description, in each case if any; (Aiv) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries ormost recent (1) Form 5500 and attached schedules, solely with respect to the Business(2) audited financial statements, the Seller or any of its other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter and (B3) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closingactuarial valuation reports. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee Benefit Plan that is subject to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respect.

Company Employee Benefit Plans. Seller hereby represents and warrants to Parent as follows: (ia) All Company Employee Benefit Plans which are "employee benefit plans," as defined in Section 4N(i3(3) of the Seller Disclosure Letter lists each Employee Benefit Plan. (ii) Seller has provided Buyer ERISA, are in compliance with complete and accurate copies have been administered in all material respects in compliance with their terms and with all applicable requirements of all Employee Benefit Planslaw, including plan texts but not limited to the Code and amendments thereto (including written summaries of any unwritten plan or amendment) ERISA, and all other material documents concerning contributions required to be made to each such Employee Benefit Plans. (iii) Each Employee Benefit Plan has been maintained, funded and administered in accordance with plan under the terms of such Employee Benefit plan, ERISA or the Code for all periods of time prior to the Closing Date will by the Closing Date be timely made or paid in full or, to the extent not required to be made or paid to each such Plan and complies in form and in operation in all respects with on or before the applicable requirements Closing Date, have been fully reflected on the Pepe Balance Sheet or the balance sheets of ERISA the Companies and the Code and Subsidiaries as of the regulations promulgated thereunder, except where Closing Date. (b) A favorable determination letter as to the failure to comply would not have a qualification of each Company Material Adverse Effect. Each Employee Benefit Pension Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code has timely adopted all amendments required for plan qualification (including amendments required by been issued and remains in effect and the Economic Growth related trust has been determined to be exempt from taxation under Section 501(a) of the Code and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)) and nothing has occurred and no circumstances exist that would put issuance of a favorable letter on a pending application in doubt. As of and including any amendment made or event relating to such Company Pension Plan subsequent to the date of the Closing, Seller shall have made all contributions required to be made by it up to and including the date of the Closing with respect to each Employee Benefit Plan, or adequate accruals therefor will have been provided for. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code § 401(a) has timely filed for a favorable such determination letter from has not adversely affected the Internal Revenue Service for a determination letter that covers EGTRRA. (iv) qualified status of such Company Pension Plan. No issue concerning qualification of any Company Pension Plan is pending before or, to the best knowledge and belief of Seller, threatened by, the IRS. None of Seller, its the Companies or the Subsidiaries or any ERISA Affiliate has any material liability under Title IV of ERISA that will become a liability of Buyer other "disqualified person" (as a result defined in Section 4975 of the transactions contemplated by this Agreement. (vCode) Section 4N(v) of the Seller Disclosure Letter contains a list of each Foreign Benefit Plan. Except as disclosed on Section 4N(v) of the Seller Disclosure Letter, each Foreign Benefit Plan required to be registered has been registered and maintained in good standing with applicable Governmental Entities and is now and has been operated in compliance in all material respects with all applicable laws. (vi) Neither the Seller, its Subsidiaries nor any ERISA Affiliate maintains or contributes to or has any liability with respect to an Employee Benefit Plan that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA) subject to Title IV of ERISA with respect to which Buyer could have any liability under Title IV of ERISA. (vii) With respect to each Employee Benefit Plan, to the knowledge of Seller, (i) no “party in "party-in-interest” or “disqualified person” " (as defined in Section 3(14) of ERISA ERISA) has engaged in any nonexempt "prohibited transaction" (as such term is defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any Company Employee Benefit Plan (or its related trust), the Companies or the Subsidiaries or any officer, director or employee of the Companies or the Subsidiaries to tax or penalty imposed under Section 4975 of the Code. The Companies and the Subsidiaries have not incurred, respectivelyand do not reasonably expect to incur, any material liability to the Pension Benefit Guaranty Corporation (except for required premium payments and contributions, which payments and contributions have been made when due). (c) has engaged in a transaction which No Company Employee Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (including any Multiemployer Plan). (d) There does not now exist, nor do any circumstances exist that could subject Buyerresult in, the Company or Stockholders, directly or indirectly, to any Controlled Group Liability that would be a material tax, penalty liability of the Companies or liability for prohibited transactions imposed by the Subsidiaries following the Closing. "Controlled Group Liability" means any and all liabilities under (i) Title IV of ERISA, the Code or any other applicable law and, (ii) no fiduciary (as defined in Section 3(21) section 302 of ERISA, (iii) has breached in any material respect any sections 412 and 4971 of the responsibilities or obligations imposed upon Code, (iv) the fiduciary under Title I continuation coverage requirements of section 601 et seq. of ERISA and section 4980B of the Code, and (v) corresponding or any other applicable law. (viii) There are no actionssimilar provisions of foreign laws or regulations, audits, investigations, claims (other than routine claims for benefits)such liabilities that arise solely out of, lawsuits or arbitrations pending orrelate solely to, to the knowledge Company Employee Benefit Plans. For purposes of Sellerthis Section 6.2, threatened "ERISA Affiliate" means, with respect to any Employee Benefit Plan entity, trade or against business, any fiduciary other entity, trade or business that is a member of any Employee Benefit Plana group described in Section 414(b), which if determined adversely to any (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the Paper Group same "controlled group" as the first entity, trade or any of its Subsidiaries, would result in a Company Material Adverse Effect, and, business pursuant to the knowledge of Seller, there are no facts that could give rise to a material liability with respect to any such actions, audits, investigations, claims, lawsuits or arbitrations. (ix) Except as set forth in Section 4N(ix4001(a)(14) of the Seller Disclosure Letter, no Employee Benefit Plan provides for medical or health, life insurance or post-retirement death benefits (through insurance or otherwise) or provides for the continuation of such benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant’s retirement or other termination of employment, except as may be required by COBRA or any other similar LawERISA. (x) No Employee Benefit Plan is a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code. (xi) Except as set forth on Section 4N(xi) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement, alone and without regard to any other event, will not result in (i) any material payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due to any Business Employee, (ii) any material increase in the amount of compensation or benefits payable to any Business Employee or (iii) any acceleration of the vesting or timing of payment of any benefits or compensation payable to any Business Employee, in each case (A) under any agreement entered into on or prior to the date hereof by any member of the Paper Group or any of its Subsidiaries or, solely with respect to the Business, the Seller or any of its other Subsidiaries, or under any Employee Benefit Plan set forth on Section 4N(i) of the Seller Disclosure Letter and (B) for which Buyer and/or any of its post-Closing Subsidiaries shall be liable following the Closing. (xii) No Employee Benefit Plan is an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code). (xiii) To Seller’s knowledge, every employment agreement, contract or Employee Benefit Plan that is subject to Section 409A of the Code has been operated in good faith compliance with the available guidance under Section 409A since January 1, 2005, and nothing has occurred that has or may result in any such agreement, contract or Employee Benefit Plan violating Section 409A of the Code in any material respect.