Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code (a) The Companies and Title IV of ERISA, each of their respective ERISA Affiliates are in material compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans. Each Employee Benefit Plan complies in all material respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planmaterial respects, except as would not reasonably be expected to cause a Material Adverse Effectwith its terms and all applicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified (or an opinion letter or determination letter will be applied for during the applicable remedial amendment period) and nothing has occurred subsequent which is reasonably likely to prevent, or cause the issuance of loss of, such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which would result and no Pension Plan has any Unfunded Pension Liability, in a liability in excess of $1,000,000 or is either case, that could reasonably likely be expected to result in a LienMaterial Adverse Effect. Within the last six years, no Pension Plan with an Unfunded Pension Liability has been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or any of its ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. C. (c) Except to the extent required under Section 4980B of the Internal Revenue Code (or otherwise required by lawsimilar state laws) or where such provision could not reasonably be expected to result in a Material Adverse Effect, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As (d) There are no actions, suits or claims pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to the knowledge of the most recent valuation date for any Pension PlanLoan Party, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)threatened, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect. (e) To the extent applicable, each Non-U.S. Plan has been maintained in material compliance with its terms and any applicable Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities, except for any non-compliance or failure that has not, and could not reasonably be expected to, result in a Material Adverse Effect. No Company has incurred any material obligation in connection with the termination of or withdrawal from any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan which is funded, determined as of the end of the most recently ended fiscal year of each Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Non-U.S. Plan by a material amount, and for each Non-U.S. Plan which is not funded, the obligations of such Non-U.S. Plan are properly accrued.

Employee Benefit Plans. A. CompanyExcept as would not result in a Material Adverse Effect, each of Issuer, its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance in all respects with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPlan in all respects. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code either (i) is a prototype plan entitled to rely on the opinion letter issued by the Internal Revenue Service as to the qualified status of such plan under Section 401(a) of the Internal Revenue Code or (ii) has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and qualified, and, in each such case, nothing has occurred subsequent to the issuance of such determination letter which that would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. . No liability to the PBGC (other than required premium payments) or the Internal Revenue Service has been or is expected to be incurred by Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with respect to any Employee Benefit Plan except as could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which would occur, where such ERISA Event, individually or in the aggregate, could reasonably be expected to result in a an aggregate liability to Issuer, its Subsidiaries and their respective ERISA Affiliates in excess of $1,000,000 or is reasonably likely to result in a Lien. C. 2,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise required funded entirely by lawthe participants thereof, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of CompanyIssuer, any of its Subsidiaries or any of their respective ERISA Affiliates Affiliates. The present value of the liability aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for which would cause funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current fair market value of the assets of such Pension Plan by more than a Material Adverse Effect. D. material amount. As of the most recent valuation date for any Pension Planeach Multiemployer Plan for which the actuarial report is available, the amount potential liability of unfunded benefit liabilities Issuer, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (as defined in within the meaning of Section 4001(a)(18) 4203 or Section 4205 of ERISA), individually when aggregated with such potential liability for a complete or in the aggregate for partial withdrawal from all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities)Multiemployer Plans, does not exceed is an amount which, if payable, that could not reasonably be expected to result exceed $2,000,000. The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a Material Adverse Effecttax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Internal Revenue Code. The representation by each Note Party to each Holder in the preceding sentence is made in reliance upon and subject to the accuracy of such Holder’s representation in Section 5.5 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Holder.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B Each of the Internal Revenue Code Borrower and Title IV of ERISA, each of their respective its ERISA Affiliates are is in material compliance with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPlan in all material respects. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that or has submitted or will submit a request for such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such a determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statuswithin the applicable remedial amendment period. B. No material liability to the PBGC (other than required premium payments) or the Internal Revenue Service has been or is expected to be incurred by the Borrower or any of its ERISA Affiliates with respect to any Employee Benefit Plan, and no ERISA Event has occurred or is reasonably expected to occur occur, other than ERISA Events for which would result the liability has been satisfied in a liability in excess of $1,000,000 full or is reasonably likely to result immaterial in a Lienamount. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Planeach Multiemployer Plan for which the actuarial report is available, the amount potential liability of unfunded benefit liabilities the Borrower or any of its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is not expected to be material. The Borrower and each of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4001(a)(184219(c)(5) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected payments to result in a Material Adverse EffectMultiemployer Plan.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of (a) Each Pension Plan maintained by any Borrower is in material compliance with ERISA, each of their respective ERISA Affiliates are in compliance with the Code, and all applicable provisions rules and requirements of ERISA or applicable Law regulations adopted by regulatory authorities pursuant thereto, and the regulations and published interpretations thereunder each Borrower has filed, with respect to each Employee Benefit Pension Plan, all reports and have performed returns required to be filed by ERISA, the Code and such rules and regulations. No Pension Plan maintained by any Borrower and no trust created under any such Pension Plan has incurred any “accumulated funding deficiency” within the meaning of Section 412(c)(1) of the Code, and the present value of all their obligations benefits vested under each Employee Benefit Pension Plan did not exceed, as of the last annual valuation date, the value of the assets of the respective Pension Plans allocable to such vested benefits. No Borrower has any knowledge that any “reportable event” as defined in ERISA has occurred with respect to any Pension Plan. (b) The Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent (20%) of the Total Plan Liability for all such Pension Plans. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, except as would not reasonably be expected sufficient to cause give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. Each Employee Benefit Plan that is intended There are no pending or, to qualify under Section 401(a) the actual knowledge of Parent, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or Parent or other any member of the Internal Revenue Code has received Controlled Group with respect to a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Pension Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or a Multiemployer Pension Plan which would could reasonably be expected to cause such Employee Benefit have a Material Adverse Effect. Neither the Parent nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to lose its qualified status. B. any material liability. Within the past five (5) years, neither the Parent nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No ERISA Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which would result in a liability in excess of $1,000,000 or is could reasonably likely be expected to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. As (c) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Parent or any other member of the most recent valuation date for Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Parent nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation incurred any Pension Plans withdrawal liability with respect to which assets exceed benefit liabilities)any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, does not exceed an amount and no condition has occurred which, if payablecontinued, could reasonably be expected to result in a Material Adverse Effectwithdrawal or partial withdrawal from any such plan; and neither the Parent nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Employee Benefit Plans. A. Company(a) The Company has listed in Section 3.12 of the Company Disclosure Schedule all Benefit Arrangements, each Multiemployer Plans, Pension Plans and Welfare Plans of the Company and its Subsidiaries andand all bonus, solely stock option, stock purchase, incentive, deferred compensation, supplemental retirement, change in control, severance and other similar employee benefit plans, and all unexpired severance agreements, written or otherwise, for purposes of Section 4980B the benefit of, or relating to, any current or former employee of the Internal Revenue Code Company or any ERISA Affiliate of the Company or any Subsidiary of the Company (together, the "Company Employee Plans"). (b) With respect to each Company Employee Plan, the Company has made available to Parent, a true and correct copy of (i) the most recent annual report (Form 5500) filed with the IRS, (ii) such Company Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Company Employee Plan and (iv) the most recent actuarial report or valuation relating to a Company Employee Plan subject to Title IV of ERISA. (c) With respect to the Company Employee Plans, each individually and in the aggregate, no event has occurred, and to the Knowledge of their respective ERISA Affiliates are the Company, there exists no condition or set of circumstances in compliance connection with all which the Company could be subject to any liability that will have a Company Material Adverse Effect under ERISA, the Code or any other applicable provisions and requirements law. There is no Company Employee Plan that is subject to Title IV of ERISA or applicable Law and the regulations and published interpretations thereunder with is a Multiemployer Plan. (d) With respect to each the Company Employee Benefit PlanPlans, individually and in the aggregate, there are no funded benefit obligations for which contributions have performed all their not been made or properly accrued and there are no unfunded benefit obligations under each Employee Benefit Planwhich have not been accrued or otherwise properly disclosed in the footnotes in accordance with GAAP, except as would not reasonably be expected to in the financial statements of the Company, which obligations will cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Company Material Adverse Effect. D. As (e) Except as disclosed in Company SEC Reports filed prior to the date of this Agreement, and except as set forth in Section 3.12(e) of the most recent valuation date Company Disclosure Schedule, or as provided for in this Agreement, neither the Company nor any Pension Planof its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of the Company or any of its Subsidiaries, the amount benefits of unfunded benefit liabilities which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, (as defined ii) agreement with any officer of the Company providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof and for the payment of compensation in Section 4001(a)(18excess of $100,000 per annum, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of ERISA)the benefits of which will be increased, individually or in the aggregate for all Pension Plans (determined based vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on assumptions used for purposes the basis of GAAP) excluding for purposes any of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effectthe transactions contemplated by this Agreement.

Employee Benefit Plans. A. Company(a) Except as would not reasonably be expected to result in a Material Adverse Effect, each of its Subsidiaries and, solely for purposes of Section 4980B of (i) the Internal Revenue Code Companies and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to all Employee Benefit Plans, (ii) each Employee Benefit PlanPlan complies, and have performed is operated and maintained in compliance, with its terms and all their obligations under applicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations thereunder and (iii) each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified (or an opinion letter or determination letter will be applied for during the applicable remedial amendment period) and nothing has occurred subsequent which is reasonably likely to prevent, or cause the issuance of loss of, such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which that would result in a liability in excess of $1,000,000 or is reasonably likely be expected to result in a Lien. C. Except to Material Adverse Effect. Within the extent required under Section 4980B last six years, no Pension Plan with an Unfunded Pension Liability been transferred outside of the Internal Revenue Code “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries ERISA Affiliates. The aggregate liabilities of any Company or any of their respective its ERISA Affiliates to all Multiemployer Plans in the liability for which event of a complete withdrawal therefrom have not resulted in, and would cause not reasonably be expected to result in, a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, based on the amount of unfunded benefit such liabilities discussed in Note 18 of Holdings’ annual report on Form 10-K for the year ended December 31, 2013. (as defined in Section 4001(a)(18c) There are no actions, suits or claims pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to the knowledge of ERISA)any Loan Party, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to threatened, which assets exceed benefit liabilities), does not exceed an amount which, if payable, could would reasonably be expected to result in a Material Adverse Effect. (d) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) no Company has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Plan and (iii) the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan which is funded, determined as of the end of the most recently ended fiscal year of each Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Non-U.S. Plan, and for each Non-U.S. Plan which is not funded, the obligations of such Non-U.S. Plan are properly accrued.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B (a) Set forth on Schedule 3.17(a) are all benefit plans covering employees of the Internal Revenue Code Business that the BP Asset Selling Entity and Title IV the Purchased Subsidiaries maintain, to which any of them contributes or has any obligation to contribute, or with respect to which any of them has any liability (each, individually an “Employee Benefit Plan” and collectively, the “Employee Benefit Plans”). (b) Each such Employee Benefit Plan (and each related trust, insurance contract, or fund) 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, the Code, and other applicable Legal Requirements and is exempt from taxation under Section 501(a) of the Code, except as could not reasonably be expected to have a Material Adverse Effect with respect to the Business or the Business Assets. (c) All required reports and descriptions (including Form 5500 annual reports, summary annual reports, and summary plan descriptions) with respect to each of their respective ERISA Affiliates are such Employee Benefit Plan have been timely filed and distributed in compliance accordance with all the applicable provisions and requirements of ERISA or applicable Law and the regulations Code, except as could not reasonably be expected to have a Material Adverse Effect with respect to the Business or the Business Assets. The applicable requirements of COBRA and published interpretations thereunder HIPAA have been met with respect to each such Employee Benefit Plan, except as could not reasonably be expected to have a Material Adverse Effect with respect to the Business or the Business Assets. (d) All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA, the Code and all other applicable Legal Requirements to each such Employee Benefit Plan that is an Employee Pension Benefit Plan. All contributions for any period ending on or before the Closing Date that are not yet due have been made to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the BP Asset Selling Entity and each of the Purchased Subsidiaries, as the case may be. All premiums or other payments for all periods ending on or before the Closing Date have been paid or accrued in accordance with the past custom and practice of the BP Asset Selling Entity and each of the Purchased Subsidiaries, as the case may be, with respect to each such Employee Benefit Plan that is an Employee Welfare Benefit Plan. (e) With respect to each Employee Benefit Plan, no event has occurred, and there exists no condition or set of circumstances in connection with which the BP Asset Selling Entity or any Purchased Subsidiary could, directly, or indirectly (through a commonly controlled entity or otherwise), be subject to any material liability under ERISA, the Code or any other applicable law, except liability for benefits claims and funding obligations payable in the ordinary course. (f) Except as disclosed in Schedule 3.17(f), the consummation of the transactions contemplated by this Agreement will not: (i) entitle any current or former employee of the Business to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee of the Business; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G(b) of the Code; or (iv) constitute or involve a prohibited transaction (as defined in ERISA section 406 or Code section 4975), constitute or involve a breach of fiduciary responsibility within the meaning of ERISA section 502(l), or otherwise violate Part 4 of Subtitle B of Title I of ERISA. (g) Schedule 3.17(g) sets forth all benefit plans covering employees of the Business outside the United States (the “Foreign Plans”). The Foreign Plans have been operated in accordance, and are in full compliance, with all applicable laws and have performed all been operated in accordance, and are in compliance, with their obligations respective terms. There are no unfunded liabilities under each Employee Benefit Planor in respect of the Foreign Plans, except as would could not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans Effect with respect to which assets exceed benefit liabilities)the Business, does not exceed an amount which, if payable, could reasonably and all contributions or other payments required to be expected made to result or in a Material Adverse Effectrespect of the Foreign Plans prior to the Closing have been made or will be made prior to the Closing.

Employee Benefit Plans. A. (a) The Company has listed in Section 3.12(a) of the Company Disclosure Schedule all Company Employee Plans. Section 3.12(a) of the Company Disclosure Schedule identifies each Company Employee Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked, and, to the Knowledge of the Company, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust. (b) With respect to each Company Employee Plan, the Company has made available to BPW a true and correct copy of (i) each writing constituting a part of such Company Employee Plan, including without limitation all plan documents, material employee communications, benefit schedules, trust agreements, group annuity contracts and insurance contracts and other funding vehicles, (ii) the most recent annual report (Form 5500) filed with the IRS and accompanying schedule, if any, (iii) the current summary plan description and summaries of any material modifications thereto, if any, (iv) the most recent actuarial valuation relating to a Company Employee Plan subject to Title IV of ERISA and (v) the most recent determination letter from the IRS, if any. (c) With respect to the Company Employee Plans, individually and in the aggregate, no event has occurred, and there exists no condition or set of circumstances, in connection with which the Company could be subject to any liability (other than liability for the payment of benefits) that individually or in the aggregate would reasonably be expected to result in liability to the Company or any of its Subsidiaries andor, solely to the Knowledge of the Company, to any fiduciary of a Company Employee Plan under ERISA, the Code, any other applicable law or otherwise, which, as the case may be, would reasonably be expected to have a Company Material Adverse Effect. Each Company Employee Plan has been administered in all respects in accordance with its terms, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there is not now, nor do any circumstances exist that could give rise to, any requirement for purposes the posting of security with respect to a Company Employee Plan or the imposition of any lien on the assets of the Company or any of its Subsidiaries under ERISA or the Code. With respect to the Company Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accrued or otherwise properly disclosed in the footnotes in accordance with GAAP, in the financial statements of the Company. To the Company’s Knowledge, none of the Company and its Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Company Employee Plans or their related trusts, the Company, any of its Subsidiaries or any person that the Company or any of its Subsidiaries has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA. (d) With respect to each Company Employee Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) there does not exist any accumulated funding deficiency within the meaning of Section 4980B 412 of the Internal Revenue Code or Section 302 of ERISA, whether or not waived, (ii) except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the fair market value of the assets of such Company Employee Plan equals or exceeds the actuarial present value of all accrued benefits under such Plan (whether or not vested), (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not result in the occurrence of any such reportable event, (iv) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full, (v) no liability (other than for premiums to the PBGC) under Title IV of ERISAERISA has been or is expected to be incurred by the Company or any of its Subsidiaries and (vi) the PBGC has not instituted proceedings to terminate any such Company Employee Plan and, to the Company’s Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Company Employee Plan. (e) Section 3.12(e) of the Company Disclosure Schedule lists each Company Employee Plan that is a Multiemployer Plan or 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 (a “Multiple Employer Plan”). Except with respect to the plans so listed, none of the Company and its Subsidiaries nor any of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA has, at any time during the last six years, contributed to or applicable Law and the regulations and published interpretations thereunder with respect been obligated to each Employee Benefit contribute to any Multiemployer Plan or Multiple Employer Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) None of the Internal Revenue Code Company and its Subsidiaries nor any of their respective ERISA Affiliates has received a favorable determination letter from incurred any Withdrawal Liability that has not been satisfied in full. If the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred Company or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which were to experience a withdrawal or partial withdrawal from any Multiemployer Plan, no Withdrawal Liability would cause a Material Adverse Effect. D. As be incurred. None of the most recent valuation date for Company and its Subsidiaries, nor any Pension Planof their respective ERISA Affiliates, the amount of unfunded benefit liabilities (as defined has received any notification, nor has any reason to believe, that any Multiemployer Plan in Section 4001(a)(18) of ERISA)which they participate is in reorganization, individually has been terminated, is insolvent, or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could may reasonably be expected to be in reorganization, to be insolvent, or to be terminated. (f) (i) There has been no communication to employees by the Company or any of its Subsidiaries which could reasonably be interpreted to promise or guarantee retiree health or life insurance or other retiree death benefits on a permanent basis, and (ii) the Company and each of its Subsidiaries has reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage. (g) Neither the execution and delivery of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, consultant or director of the Company or any of its Subsidiaries, or result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a Material Adverse Effectreversion of assets from any Company Employee Plan or a related trust. No amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby or any of the Ancillary Agreements to which the Company or Merger Sub is a party (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code. (h) From January 1, 2005 through December 31, 2008, each Company Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) and any award thereunder, in each case that is subject to Section 409A of the Code, was maintained in good faith operational compliance with the requirements of (i) Section 409A of the Code and (ii) (x) the proposed regulations issued thereunder, (y) the final regulations issued thereunder or (z) Internal Revenue Service Notice 2005-1. From and after January 1, 2009, each Nonqualified Deferred Compensation Plan and any award thereunder has been maintained in operational compliance with the requirements of Section 409A of the Code the final regulations issued thereunder. As of December 31, 2008, each Nonqualified Deferred Compensation Plan and any award thereunder is in documentary compliance with the requirements of Section 409A of the Code and the final regulations issued thereunder.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except Except as would could not reasonably be expected to cause have a Material Adverse Effect, each employee benefit plan (as defined in Section 3(3) of ERISA) maintained or sponsored by the Company or any Subsidiary complies in all material respects with all applicable requirements of law and regulations. During the term of this Agreement, (i) no steps have been taken to terminate any Plan and no contribution failure has occurred with respect to any Plan sufficient to give rise to a lien under Section 303(k) of ERISA, (ii) no Reportable Event has occurred with respect to any Plan, (iii) no determination has been made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA) and (iv) neither the Company nor any ERISA Affiliate has either withdrawn or instituted steps to withdraw from any Multiemployer Plan, except in any such case specified in clause (i), (ii), (iii) and (iv) above, for actions which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would Except as could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. As of the most recent valuation date for , no condition exists or event or transaction has occurred in connection with any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to Plan which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in the incurrence by the Company or any Subsidiary of any material liability, fine or penalty (imposed by Section 4975 of the Code or Section 502(i) of ERISA or otherwise). Neither the Company nor any ERISA Affiliate is a member of, or contributes to, any Multiemployer Plan as to which the potential withdrawal liability based upon the most recent actuarial report could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any Subsidiary has any contingent liability with respect to any post retirement benefit under an employee welfare benefit plan (as defined in Section 3(1) of ERISA), other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Employee Benefit Plans. A. Company(a) The Borrower, Holdings, each of its Subsidiaries and, solely for purposes of Section 4980B other Member of the Internal Revenue Code Consolidated Group and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their respective obligations under each Employee Benefit Plan, except as would for any such non-compliance or non-performance which could not reasonably be expected to cause result in a Material Adverse Effect. Each Employee Benefit No liability to the PBGC (other than required premium payments), the IRS, any Plan that or any trust established under Title IV of ERISA has been or is intended expected to qualify under Section 401(a) be incurred by the Borrower or any other Member of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that Consolidated Group or any of their ERISA Affiliates with respect to any Plan, except for any such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter liability which would could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is could reasonably likely be expected to result in a Lien. C. Except Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause result in a Material Adverse Effect. D. . As of the most recent valuation date for any Pension each Multiemployer Plan, the amount potential liability of unfunded benefit liabilities the Borrower and the other Members of the Consolidated Group and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all other Multiemployer Plans, based on information available pursuant to Section 101(l) of ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each other Member of the Consolidated Group and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4001(a)(184219(c)(5) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to payments to a Multiemployer Plan, except for any such non-compliance which assets exceed benefit liabilities)could not reasonably be expected to result in a Material Adverse Effect. (b) The Borrower, does Holdings, and each other Member of the Consolidated Group are in compliance with all applicable laws and regulations with respect to each Foreign Plan, and have performed all of their respective obligations thereunder, except for any such non-compliance or non-performance which could not exceed an amount whichreasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, if payable, no Foreign Plan has Unfunded Vested Liabilities that could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) Except as would reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit Plan, Plans and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPension Plans. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and to the Company’s knowledge nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to prevent, or cause the loss of, such Employee Benefit Plan to lose its qualified statusqualification. B. No ERISA Event has occurred or is reasonably expected to occur which (b) Except as would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect, no ERISA Event has occurred or is expected to occur and no Pension Plan has any Unfunded Pension Liability. Within the last six years, no Pension Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA, nor has any Pension Plan (determined at any time within the last six years) with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or any of its ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. (c) Except as would reasonably be expected to result in a Material Adverse Effect, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of all Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities. Except as would reasonably be expected to result in a Material Adverse Effect, no Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as would reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended, fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of (a) Section 4980B 4.14(a) of the Internal Revenue Code Company Disclosure Schedule sets forth a true, correct and Title IV complete list of every material employee benefit plan, within the meaning of ERISA Section 3(3) (whether or not subject to ERISA), and each of bonus, stock, stock option or other equity-based compensation arrangement or plan, incentive, deferred compensation, retirement or supplemental retirement, severance, employment, change-in-control, profit sharing, pension, vacation, cafeteria, dependent care, medical care, other welfare benefit, employee assistance program, education or tuition assistance programs, and each insurance and other similar fringe or employee benefit plan, program, policy, or agreement that is currently maintained or contributed to by the Company or any Company Subsidiary or under or with respect to which the Company or any Company Subsidiary or their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each would have any material liability (“Company Employee Benefit Plan, and have performed all their obligations under each Programs”). (b) Each Company Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan Program that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing IRS regarding its qualification thereunder and, to the Company’s Knowledge, no event has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, and no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, condition exists that could reasonably be expected to result in the revocation of any such determination. (c) Each Company Employee Program complies in form and has been administered in accordance with the requirements of applicable Law, including ERISA and the Code, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and is being administered and operated in all material respects in accordance with its terms. No Company Employee Program or any other employee benefit plan maintained, sponsored or contributed to by the Company or any ERISA Affiliate now or at any time within the previous six (6) years was subject to Title IV of ERISA or is a multiemployer plan, within the meaning of ERISA Section 3(37), and no liability under Title IV of ERISA has been or is reasonably expected to be incurred by the Company, including by virtue of any ERISA Affiliate, with respect to any such plan. None of the Company Employee Programs is a multiple employer pension plan or a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Program satisfies in form and operation the requirements of Sections 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code and all applicable guidance issued thereunder (and has satisfied such requirements for the entire period during which Section 409A of the Code has applied to such Company Employee Program), and no additional Tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by any participant or beneficiary in any such Company Employee Program. (e) All payments and/or contributions required to have been made with respect to all Company Employee Programs either have been made or have been accrued in accordance with the terms of the applicable Company Employee Program and applicable Law. (f) No material liability or Action has been made, commenced or, to the Company’s Knowledge, threatened with respect to any Company Employee Program (other than for benefits payable in the ordinary course of business). (g) No Company Employee Program provides for post-termination or retiree medical benefits (other than under Section 4980B of the Code) to any current or future retiree or former employee. (h) Except as otherwise provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Company Merger will (either alone or together with any other event) (i) result in, or cause, the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any director, officer, employee, agent or other service provider of the Company, (ii) result in any payment or benefit to any person which would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code), or (iii) result in any violation of, default under, or limitation on the ability of the Company or any Company Subsidiary to amend or terminate, any Company Employee Program. No Company Employee Program provides for the gross-up or reimbursement of Taxes under Sections 409A or 4999 of the Code or otherwise. (i) There have been no non-exempt “prohibited transactions” (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Employee Program and none of the Company or any of its ERISA Affiliates has engaged in any prohibited transaction, in any case that have not been corrected in full, except, in either case, as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (j) The Company, and each Company Employee Program that is a “group health plan” as defined in Section 733(a)(1) of ERISA (a “Health Plan”), (i) is currently in compliance in all material respects with the Patient Protection and Affordable Care Act, Pub. L. No. 111-148 (“PPACA”), the Health Care and Education Reconciliation Act of 2010, Pub.

Employee Benefit Plans. A. Company, each of The Borrower and its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPlan in all material respects. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that or has submitted or will submit a request for such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such a determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statuswithin the applicable remedial amendment period. B. No material liability to the PBGC (other than required premium payments) or the Internal Revenue Service has been or is expected to be incurred by the Borrower or any of its ERISA Affiliates with respect to any Employee Benefit Plan, and no ERISA Event has occurred or is reasonably expected to occur occur, other than ERISA Events for which would result the liability has been satisfied in a liability in excess of $1,000,000 full or is reasonably likely to result immaterial in a Lienamount. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Planeach Multiemployer Plan for which the actuarial report is available, the amount potential liability of unfunded benefit liabilities the Borrower or any of its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is not expected to be material. The Borrower and each of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4001(a)(184219(c)(5) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected payments to result in a Material Adverse EffectMultiemployer Plan.

Employee Benefit Plans. A. Company(a) Each Plan is in compliance with the applicable provisions of ERISA, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planthereunder, except as to the extent that any such noncompliance would not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that IRS or an application for such Employee Benefit Plan is so qualified and nothing a letter has been filed with the IRS with respect thereto and, to the knowledge of the Loan Parties, no facts or circumstances have occurred subsequent to the issuance of any such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is . Except as would not reasonably be expected to occur which would result in have a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except Material Adverse Effect, each Loan Party and, to the extent knowledge of each Loan Party, each ERISA Affiliate of each Loan Party has made all required under contributions to each Plan subject to Section 4980B 412 or Section 430 of the Internal Revenue Code, and no application for a minimum funding waiver or an extension of any amortization period pursuant to Section 412 or Section 430 of the Internal Revenue Code has been made with respect to any Plan. (b) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or otherwise required lawsuits, or action by lawany Governmental Authority, no Employee Benefit with respect to any Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which that would cause reasonably be expected to have a Material Adverse Effect. D. As . There has been no prohibited transaction or violation of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans fiduciary responsibility rules with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. (c) Except as would not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event or Canadian Pension Plan Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than plan termination insurance premiums due and not delinquent under Section 4007 of ERISA); (iv) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Loan Party nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA.

Employee Benefit Plans. A. Company(a) Section 3.11(a) of the Disclosure Schedule sets forth a complete and correct list of each material plan, each of its Subsidiaries andpolicy, solely for purposes program or agreement (including any “employee benefit plan,” within the meaning of Section 4980B of the Internal Revenue Code and Title IV 3(3) of ERISA) that is an employment, each of consulting, termination, severance, change in control, retention or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option or other equity based award, severance pay, termination pay, retention pay, life, health, disability or accident insurance plan, or other material employee benefit plan, program, policy, arrangement or agreement, that is maintained by, or participated in by Seller or the Company or their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee the Company Employees (and/or their dependents or beneficiaries) (each, a “Benefit Plan” and, collectively, the “Benefit Plans”). For the avoidance of doubt, the Benefit Plans do not include benefits or plans that are delivered or provided by a Governmental Entity, regardless of whether Seller, the Company or any of their ERISA Affiliates makes contributions to such arrangements, such as benefits provided by the U.S. Social Security Administration in the United States. The Company is not the plan sponsor of any Benefit Plan. (b) With respect to each Benefit Plan: (i) such Benefit Plan has been operated and administered in compliance in all material respects with its terms and all applicable Laws and regulations, and have performed all their obligations (ii) there are no material claims pending or, to the Knowledge of Seller, threatened against, by or on behalf of any Benefit Plans (other than routine claims for benefits under each Employee the terms of any such Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect). Each Employee Benefit Plan that is intended to qualify under be a “qualified plan” within the meaning of Code Section 401(a) of the Internal Revenue Code (“Qualified Plans”) has received been issued a favorable determination letter from by the Internal Revenue Service indicating IRS that such Employee Benefit Plan is so qualified has not been revoked, and nothing has there are no circumstances and no events that have occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, that could reasonably be expected to adversely affect the qualified status of any Qualified Plan or the related trust. (c) No Benefit Plan is (i) a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA; (ii) a plan that is 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 such term is defined in Section 3(40) of ERISA. (d) None of the 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 for any Company Employee, except for COBRA rights under a “group health plan” as defined in Section 4980B(g) of the Code and Section 607 of ERISA. The consummation of the transactions contemplated hereby will not (i) result in an increase in or accelerate the vesting of any of the benefits available to a Material Adverse EffectCompany Employee under any Benefit Plan, or (ii) otherwise entitle any current or former employee, independent contractor or director of any member of the Company Group, OSI, or UHS to severance pay or any other payment from any member of the Company Group, OSI, or UHS.

Employee Benefit Plans. A. Company(a) All employee benefit plans, each of its Subsidiaries and, solely for purposes of as defined in Section 4980B 3(3) of the Internal Revenue Code and Title IV Employee Retirement Income Security Act of 1974, as amended ("ERISA"), each all arrangements providing compensation, severance or other benefits to any employee or director or former employee or director of their respective the Company or of any ERISA Affiliates Affiliate of the Company (the "COMPANY BENEFIT PLANS") are listed in compliance with all applicable provisions and requirements of ERISA or applicable Law and Schedule 3.21. Unless otherwise disclosed in Schedule 3.21, to the regulations and published interpretations thereunder with respect to each Employee Benefit Planextent applicable, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee any Company Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from been determined by the Internal Revenue Service indicating that such Employee Benefit Plan is (the "IRS") to be so qualified and nothing no such Company Benefit Plan has occurred subsequent been amended in any way that would alter its qualified status. Neither the Company nor any ERISA Affiliate of the Company (during the period of its affiliated status and prior thereto, to its knowledge) maintains, contributes to or has in the past maintained or contributed to any benefit plan which is covered by Title IV of ERISA or Section 412 of the Code. No Company Benefit Plan nor the Company nor any fiduciary has had imposed any liability or penalty under Section 4975 of the Code or Section 502(i) or 409 of ERISA. To the best knowledge of the Company and the Shareholders after diligent inquiry, each Company Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with ERISA and the Code to the issuance extent applicable thereto. There are no pending or anticipated claims against or otherwise involving any of the Company Benefit Plans and no suit, action or other liability (excluding claims for benefits incurred in the ordinary course of Company Benefit Plan activities) has been brought against or with respect to any such determination letter Company Benefit Plan, except for any of the foregoing which would could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. As Effect on the Company. All contributions required to be made as of the most recent valuation date for hereof to Company Benefit Plans have been timely made or provided for. All required payments of principal and interest under any Pension Planloan to a Company Benefit Plan that is an employee stock ownership plan have been timely made and no default has occurred under any such loan other than defaults that have been waived by the applicable lender or remedied, written evidence of which reasonably satisfactory to AMRE shall have been provided to AMRE prior to the amount Effective Date. Neither the Company nor any ERISA Affiliate of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)the Company has contributed to, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.been required to

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with With respect to each Employee Benefit Plan, each Group Member is in compliance in all respects with the applicable provisions of ERISA and have performed all their obligations under each Employee Benefit Planthe Code and the regulations and published interpretations thereunder, except as would not reasonably be expected to cause result in a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which that, when taken together with all other ERISA Events, would result in a liability in excess of $1,000,000 or is reasonably likely be expected to result in a Lien. C. Except to Material Adverse Effect or the extent required under Section 4980B imposition of a Lien on any of the Internal Revenue Code or otherwise required by lawproperty of any Group Member. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for financial reporting purposes of Statement of Financial Accounting Standards No. 87) did not, no Employee Benefit Plan provides health or welfare benefits (through as of the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As date of the most recent valuation date for any Pension Planfinancial statements reflecting such amounts, exceed the amount fair market value of unfunded benefit liabilities (as defined in Section 4001(a)(18) the property of ERISA), individually or in the aggregate for all Pension such underfunded Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed by an amount which, if payable, could that would reasonably be expected to result in a Material Adverse Effect. Using actuarial assumptions and computation methods consistent with Section 4211 of ERISA, the aggregate liabilities of each Group Member or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, no Group Member has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA), or is in “endangered status” or in “critical status” (each within the meaning of Section 432 of the Code) and no such Multiemployer Plan is reasonably expected by any Group Member to be insolvent, except, in each case, as would not reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities and (ii) no Group Member has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Group Member on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by an amount that would reasonably be expected to result in a Material Adverse Effect, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued in accordance with GAAP in all material respects.

Employee Benefit Plans. A. Company(a) With respect to each Plan, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are Group Member is in compliance in all respects with all the applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planthereunder, except as would not reasonably be expected to cause result in a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which that, when taken together with all other ERISA Events, would result in a liability in excess of $1,000,000 or is reasonably likely be expected to result in a Lien. C. Except to Material Adverse Effect or the extent required under Section 4980B imposition of a Lien on any of the Internal Revenue Code or otherwise required by lawproperty of any Group Member. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for financial reporting purposes of Statement of Financial Accounting Standards No. 87) did not, no Employee Benefit Plan provides health or welfare benefits (through as of the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As date of the most recent valuation date for any Pension Planfinancial statements reflecting such amounts, exceed the amount fair market value of unfunded benefit liabilities (as defined in Section 4001(a)(18) the property of ERISA), individually or in the aggregate for all Pension such underfunded Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed by an amount which, if payable, could that would reasonably be expected to result in a Material Adverse Effect. Using actuarial assumptions and computation methods consistent with Section 4211 of ERISA, the aggregate liabilities of each Group Member or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. No Group Member has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in reorganization (within the meaning of Section 4241 of ERISA), and no such Multiemployer Plan is reasonably expected by any Group Member to be insolvent or in reorganization. (b) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities and (ii) no Group Member has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Group Member on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by an amount that would reasonably be expected to result in a Material Adverse Effect, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued in accordance with GAAP in all material respects.

Employee Benefit Plans. A. Company, (a) Each Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in material compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans. Each Employee Benefit Plan complies in all material respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planmaterial respects, except as would not reasonably be expected to cause a Material Adverse Effectwith all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and nothing has occurred subsequent to the issuance of such determination letter which would prevent, or cause the loss of, such qualification. (b) No ERISA Event (i) has occurred or (ii) is expected to occur, and with respect to subsection (ii), to which any Company or any of its ERISA Affiliates is reasonably expected to incur any material liability. No Pension Plan has any Unfunded Pension Liability. Within the last six years, no Pension Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA under which any Company or any of its ERISA Affiliates has any liability which has not been satisfied in full, nor has any Pension Plan (determined at any time within the last six years) with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or any of its ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawin, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As (c) With respect to Canadian Pension Plans: (i) as of the Closing Date, no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Company being required to make an additional contribution to the Canadian Pension Plan; (ii) no Canadian Pension Plan is a “defined benefit” pension plan governed by the Pension Benefits Act (Ontario), (iii) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made in accordance with all applicable Legal Requirements and the terms of each Canadian Pension Plan have been made in accordance with all applicable Legal Requirements and the terms of each Canadian Pension Plan, in each case in all material respects; and (iv) each Canadian Pension Plan is maintained in all material respects in compliance with all applicable Legal Requirements. (d) To the extent applicable, each Foreign Plan has been established, administered and maintained in substantial compliance with its terms and with the requirements of all Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities, in each case in all material respects. No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recent valuation date for any Pension recently ended, fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the Property of such Foreign Plan, and for each Foreign Plan which is not funded, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes obligations of such computation any Pension Plans Foreign Plan are properly accrued. All contributions or payments which are due with respect to which assets exceed benefit liabilities)each Foreign Plan have been made in full, does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effecteach case in all material respects. All amounts payable under any Foreign Plan are properly reflected on the financial statements of the applicable Company.

Employee Benefit Plans. A. Company(a) The Company has provided Cartesian with a true and complete list of each material Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms and applicable Laws. All material employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each of its Subsidiaries and, solely for purposes of Section 4980B of Company Benefit Plan have been paid or remitted in a timely fashion or properly accrued and reflected in the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are most recent consolidated balance sheet prior to the date hereof in compliance in all material respects with its terms and all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Laws. (b) Each Employee Company Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received either received, or may rely upon, a favorable determination or opinion letter from the United States Internal Revenue Service indicating as to its qualified status and, to the Knowledge of the Company, no event has occurred that could be reasonably expected to adversely affect the qualified status of any such Employee Company Benefit Plan. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has engaged in a nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan that could result in material liability to the Company and its Subsidiaries, taken as a whole. Each Company Benefit Plan maintained for employees located in Canada that is so qualified and nothing intended to qualify for tax-preferred or tax-exempt treatment has been duly registered in accordance with applicable Law, and, to the Knowledge of the Company, no event has occurred subsequent with respect to any such Company Benefit Plan that could result in the issuance revocation of the registration of such determination letter Company Benefit Plan or which would could otherwise reasonably be expected to cause adversely affect the tax status of such Employee Company Benefit Plan to lose its qualified statusPlan. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B (c) None of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the Affiliates, has or could reasonably be expected to have material liability for which would cause a Material Adverse Effect. D. As in connection with: (i) an employee pension benefit plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the most recent valuation date for any Pension PlanCode, the amount of unfunded benefit liabilities (ii) a “multiple employer welfare arrangement” (as defined in Section 4001(a)(183(40) of ERISA), individually a “multiple employer plan” (as defined in Section 413(c) of the Code) or a Multiemployer Plan, (iii) a “registered pension plan” as defined in subsection 248(1) of the aggregate Income Tax Act (Canada) which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada), (iv) any benefit plan maintained for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect Canadian employees to which assets exceed the Company or its Subsidiaries are required to contribute and which is not maintained or administered by the Company or its Subsidiaries or any of their Affiliates, and (v) any plan or arrangement which provides post-employment retiree medical or welfare benefits, except as required by applicable Law. (d) Neither the Company nor its Subsidiaries has any formal plan or has made any legally binding promise or commitment to create any additional material benefit liabilities)plans which would be considered to be a Company Benefit Plan once created or to amend the terms of any Company Benefit Plan to materially increase the cost of the benefits provided under any such Company Benefit Plan. (e) Neither the execution of this Agreement nor the closing of the investments contemplated hereby will: (i) accelerate the time of payment, does not exceed an amount which, if payable, could reasonably be expected to vesting or funding or result in a Material Adverse Effectany payment of compensation or benefits to any current or former employee, officer, director or other service provider of the Company or any of its Subsidiaries; (ii) give rise to any payment or benefit by the Company or any of its Subsidiaries to any of their current or former employees or other service providers; or (iii) result in any severance or other payment becoming due, or increase the amount of any compensation or benefits due, to any current or former employee, officer, director, consultant or other service provider of the Company or any of its Subsidiaries.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of (a) Section 4980B 3.15(a) of the Internal Revenue Code Disclosure Schedule sets forth a true, correct and Title IV complete list of ERISAeach Benefit Plan. With respect to each Benefit Plan, each the Company has made available to Parent, to the extent applicable, accurate and complete copies of their respective ERISA Affiliates are (1) the Benefit Plan document, including any amendments thereto, and all related trust documents, insurance contracts or other funding vehicles, (2) a written description of such Benefit Plan if such plan is not set forth in compliance with a written document, (3) the most recently prepared actuarial report, and (4) all applicable provisions and requirements of ERISA material correspondence to or applicable Law and from any Governmental Authority received in the regulations and published interpretations thereunder last three years with respect to each Employee any Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms except as, individually or in the aggregate, has not and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effectresult in material liability to the Company and its Subsidiaries. Each Employee The Company and its Subsidiaries (with respect to each Benefit Plan) and each Benefit Plan that is intended to qualify under Section 401(a) are in compliance with the applicable provisions of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension PlanERISA, the amount of unfunded benefit liabilities (as defined Code and all other applicable Laws, except in Section 4001(a)(18) of ERISA)each case for non-compliance that, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities)aggregate, does have not exceed an amount which, if payable, could and would not reasonably be expected to result in material liability to the Company or its Subsidiaries. (c) All Benefit Plans intended to be qualified within the meaning of Section 401(a) of the Code have received favorable determination letters from the Internal Revenue Service or, in the alternative, are entitled to rely upon a Material Adverse Effectfavorable opinion letter issued to a master or prototype plan under which any such Benefit Plan has been adopted, to the effect that such Benefit Plans are so qualified and exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination or opinion letter has been revoked (nor, to the Knowledge of the Company, has revocation been threatened in writing) and, to the Knowledge of the Company, no event has occurred since the date of the most recent determination letter relating to any such Benefit Plan that would reasonably be expected to adversely affect the qualification of such Benefit Plan. Neither the Company nor any of its Subsidiaries has ever maintained a Benefit Plan that is or was a multiemployer plan (as defined in Section 3(37) or 4001 of ERISA) or a plan that is or was subject to Title IV of ERISA. (d) With respect to each Benefit Plan, no event has occurred that would be reasonably expected to subject the Company or any of its Subsidiaries to any material Tax, fine, Lien (other than Permitted Liens), penalty or other liability imposed by ERISA, the Code or other applicable Laws, rules and regulations. (e) Each Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) has been operated and administered in all material respects in compliance with, Section 409A of the Code and the guidance issued by the IRS provided thereunder. (f) Except as set forth in Section 3.15(f) of the Disclosure Schedule and except as otherwise specifically so contemplated in this Agreement, with respect to each current or former employee, director or independent contractor of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any such person to severance or termination pay or any increase in severance or termination pay, (ii) accelerate the time of payment or vesting, or trigger any payment or funding (through a grantor trust or otherwise) of, compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Benefit Plan, or (iii) result in payments under any Benefit Plan that would not be deductible under Section 280G of the Code. Except as set forth in Section 3.15(f) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any obligation to provide, and no Benefit Plan or other agreement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code. (g) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as required by applicable Law.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of (a) Section 4980B 3.11(a) of the Internal Revenue Code Company Disclosure Schedule sets forth a complete and Title IV accurate list of ERISA, each material Benefit Plan as of their respective ERISA Affiliates are in compliance the date hereof. The Company has made available to Parent or filed with all applicable provisions the SEC prior to the date hereof correct and requirements complete copies of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee material Benefit Plan. (b) Except as, individually or in the aggregate, has not had and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause have a Company Material Adverse Effect, each Benefit Plan (and any related trust or other funding vehicle) has been administered in accordance with its terms and ERISA, the Code and all other applicable Laws. Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so IRS as to its qualified and nothing status or may rely upon an opinion letter for a prototype plan and, to the Knowledge of the Company, no fact or event has occurred subsequent to the issuance of such determination letter which that would reasonably be expected to cause adversely affect the qualified status of any such Employee Benefit Plan Plan. Except as, individually or in the aggregate, has not had and would not reasonably be expected to lose its qualified statushave a Company Material Adverse Effect, to the Knowledge of the Company, there has not been any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code, other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Benefit Plan. B. No (c) None of the Company, any of the Company Subsidiaries or any Commonly Controlled Entity has sponsored, maintained, contributed to or in the last six years has been required to maintain or contribute to, or has any actual or contingent liability under, any benefit plan that is subject to Section 302 or Title IV of ERISA Event has occurred or Section 412 of the Code (including any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA “Multiemployer Plan”)) or is reasonably expected to occur which would result in otherwise a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code defined benefit plan (including any Multiemployer Plan), or otherwise required by law, no Employee has any liability with respect to Title IV of ERISA. No Benefit Plan provides health health, medical or other welfare benefits (through after retirement or other termination of employment, except as may be required by applicable Law. None of the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries nor any Commonly Controlled Entity, has at any time during the last six (6) years, contributed to or been obligated to contribute to any 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. (d) Except as provided in Sections 2.4(a) and 2.4(b) or as expressly permitted by Section 5.1 of the Company Disclosure Schedule, none of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby will (alone or in conjunction with any other event, including any termination of employment on or following the Closing) (i) entitle any Participant to any compensation or benefit, (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Company or any of their respective ERISA Affiliates its Subsidiaries; (iii) accelerate the liability for which would cause a Material Adverse Effecttime of payment or vesting, or trigger any payment or funding, of any compensation or benefit or trigger any other material obligation under any Benefit Plan, (iv) result in any breach or violation of or default under or limit the Company’s right to amend, modify or terminate any Benefit Plan or (v) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Benefit Plan. D. As (e) Neither the Company nor any Company Subsidiary is party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local Law relating to Tax). (f) All contributions, premiums and benefit payments under or in connection with the Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Benefit Plans have been timely made or, to the extent required in accordance with GAAP, have been reflected on the most recent valuation date consolidated balance sheet filed or incorporated by reference into the Company SEC Documents. (g) There are no pending or, to the Knowledge of the Company, threatened, material legal or administrative proceedings, claims, suits or actions against the Company or any of its Subsidiaries relating to any Benefit Plan (other than claims for benefits in the ordinary course of business). (h) With respect to each Benefit Plan that is subject to the Laws of any Pension jurisdiction outside of the United States (each, a “Foreign Plan”): (i) no Foreign Plan has material unfunded liabilities that as of the Effective Time will not be offset by insurance or fully accrued, (ii) no material liability exists or reasonably would be imposed upon the assets of the Company or any Company Subsidiary by reason of such Foreign Plan, the amount of unfunded benefit liabilities and (as defined in Section 4001(a)(18iii) of ERISA), individually or in the aggregate each Foreign Plan that is intended to qualify for special Tax treatment meets all Pension Plans (determined based on assumptions used material requirements for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effecttreatment.

Employee Benefit Plans. A. Company, (a) The Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance in all material respects with all any applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPlans. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that IRS or an application for such Employee Benefit Plan a letter is so qualified and currently being processed by the IRS with respect thereto and, to the best knowledge of the Company, nothing has occurred subsequent which would prevent, or cause the loss of, such qualification, except to the issuance of extent any failure to obtain or apply for such determination letter which letter, or any such disqualification, would not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 Material Adverse Effect. The Company and each ERISA Affiliate have made all required contributions to each Plan subject to the Pension Funding Rules, and no application for a funding waiver pursuant to the Pension Funding Rules has been made with respect to any Plan, except to the extent any failure to make such contributions, or is any such funding waiver, would not reasonably likely be expected to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As (b) There are no pending or, to the best knowledge of the most recent valuation date for Company, threatened claims, actions or lawsuits, or action by any Pension PlanGovernmental Person, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability in excess of $125,000,000; (iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) in excess of $125,000,000; (iv) neither the Company nor any ERISA Affiliate has participated in or participates in any Multiemployer Plan the withdrawal from which would reasonably be expected to result in liability to the Company or an ERISA Affiliate in excess of $125,000,000; and (v) neither the Company nor any ERISA Affiliate has engaged in a transaction subject to Section 4069 or 4212(c) of ERISA which would reasonably be expected to result in liability to the Company or an ERISA Affiliate in excess of $125,000,000.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with With respect to each Employee Benefit Plan, each Group Member is in compliance in all respects with the applicable provisions of ERISA and have performed all their obligations under each Employee Benefit Planthe Code and the regulations and published interpretations thereunder, except as would not reasonably be expected to cause result in a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which that, when taken together with all other ERISA Events, would result in a liability in excess of $1,000,000 or is reasonably likely be expected to result in a Lien. C. Except to Material Adverse Effect or the extent required under Section 4980B imposition of a Lien on any of the Internal Revenue Code or otherwise required by lawproperty of any Group Member. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for financial reporting purposes of Statement of Financial Accounting Standards No. 87) did not, no Employee Benefit Plan provides health or welfare benefits (through as of the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As date of the most recent valuation date for any Pension Planfinancial statements reflecting such amounts, exceed the amount fair market value of unfunded benefit liabilities (as defined in Section 4001(a)(18) the property of ERISA), individually or in the aggregate for all Pension such underfunded Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed by an amount which, if payable, could that would reasonably be expected to result in a Material Adverse Effect. Using actuarial assumptions and computation methods consistent with Section 4211 of ERISA, the aggregate liabilities of each Group Member or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. As of the Closing dDate hereof, no Group Member has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA), or is in “endangered status” or in “critical status” (each within the meaning of Section 432 of the Code) and no such Multiemployer Plan is reasonably expected by any Group Member to be insolvent, except, in each case, as would not reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities and (ii) no Group Member has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Group Member on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by an amount that would reasonably be expected to result in a Material Adverse Effect, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued in accordance with GAAP in all material respects.

Employee Benefit Plans. A. (a) Section 4.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Employee Benefit Plan that (i) provides for transaction, retention or change in control payments or benefits or tax gross-ups, (ii) is an equity plan or form award agreement that provides for equity or equity-based incentive compensation or (iii) is a defined contribution benefit plan, defined benefit pension plan, nonqualified deferred compensation plan or retiree medical plan not required to be maintained, sponsored or contributed to by applicable Legal Requirements. The Group Companies have, to the extent permitted by applicable Legal Requirements, provided SPAC with a copy of any employment agreement with a current employee with annual base salary in excess of $500,000. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each Employee Benefit Plan has been established, maintained and administered in all material respects in accordance with its terms and with all applicable Legal Requirement. (b) Each Employee Benefit Plan intended to qualify under Section 401 of the Code does so qualify, and any trusts intended to be exempt from federal income taxation under the provisions of Section 501(a) of the Code are so exempt, and, to the Knowledge of the Company, each nothing has occurred with respect to the operation of the Employee Benefit Plans that would reasonably be expected to cause the denial or loss of such qualification or exemption. (c) No Group Company or any of its Subsidiaries andrespective ERISA Affiliates has at any time in the past six (6) years sponsored or been obligated to contribute to, solely for purposes or had any liability in respect of: (i) an “employee pension benefit plan” (as defined in Section 3(2) of Section 4980B of the Internal Revenue Code and ERISA) subject to Title IV of ERISA, each Section 412 of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements the Code or Section 302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA); (ii) a “multiple employer plan” as defined in Section 413(c) of the Code; or applicable Law (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, none of the Employee Benefit Plans provides for, and the regulations Group Companies have no liability in respect of, post-retiree health, welfare or life insurance benefits or coverage for any participant or any beneficiary of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state or other Legal Requirements and published interpretations thereunder at the sole expense of such participant or the participant’s beneficiary (unless otherwise mandated by Legal Requirements). (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, there is no Legal Proceeding pending or, to the Knowledge of the Company, threatened in writing against any Employee Benefit Plan or against any Group Company with respect to each any Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except . (f) Except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)be, individually or in the aggregate aggregate, material to the Group Companies taken as a whole, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s): (i) result in any payment or benefit becoming due to any current or former employee, contractor or director of the Company or its Subsidiaries under any Employee Benefit Plan; (ii) increase any amount of compensation or benefits otherwise payable to any current or former employee, individual independent contractor or director of the Company or its Subsidiaries under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or director of the Company or its Subsidiaries under any Employee Benefit Plan or Contract; or (iv) require a “gross-up,” indemnification for, or payment to any individual for all Pension Plans (determined based on assumptions used for purposes any taxes imposed under Section 409A or Section 4999 of GAAP) excluding for purposes the Code. Neither the execution and delivery of such computation this Agreement nor the consummation of the Transactions will, either alone or in connection with any Pension Plans with respect to which assets exceed benefit liabilitiesother event(s), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effectthe payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code.

Employee Benefit Plans. A. Company, (a) Company and Company Sub have previously made available to Parent copies of current documents constituting of each of its Subsidiaries and, solely for purposes of “employee benefit plan,” as defined in Section 4980B of the Internal Revenue Code and Title IV 3(3) of ERISA, each of their respective which Company or Company Sub or any member of the same controlled group of corporations, trades or businesses as Company and Company Sub within the meaning of Section 4001(a)(14) of ERISA (“ERISA Affiliates”) is a sponsor or participating employer or as to which Company or Company Sub or any of its ERISA Affiliates are in compliance makes contributions or is required to make contributions and which is subject to any provision of ERISA and covers any employee, whether active or retired, of Company or any of its ERISA Affiliates, together with all applicable provisions amendments thereto, all currently effective and requirements of ERISA or applicable Law and related summary plan descriptions, the regulations and published interpretations thereunder with respect to each Employee Benefit Plandetermination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto, and have performed all their obligations under each Form 11-K, if applicable) and a summary of material modifications prepared in connection with any such plan. Such plans are hereinafter referred to collectively as the “Employee Benefit Plan, except as would not reasonably be expected to cause Plans,” and are listed in Section 4.20(a) of the Company Disclosure Letter. No Employee Plan is a Material Adverse Effect“multiemployer plan” within the meaning of Section 3(37) of ERISA. Each Employee Benefit Plan that is intended to qualify be qualified in form and operation under Section 401(a) of the Internal Revenue Code has received a favorable determination opinion letter from the Internal Revenue Service indicating that IRS and the associated trust for each such Employee Benefit Plan is so exempt from tax under Section 501(a) of the Code and Company knows of no fact that would materially adversely affect the qualified and nothing status of any such Employee Plan. No event has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause that will subject such Employee Benefit Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess into conformity with all of $1,000,000 or is reasonably likely to result in a Lien. C. Except the applicable provisions of ERISA, the Code and all other applicable laws have been made, except to the extent that such amendments that would retroactively cover any period prior to the Effective Time are not required under Section 4980B to be adopted prior to the Effective Time. (b) Company and Company Sub have previously made available to Parent copies or descriptions of the Internal Revenue Code each plan or arrangement maintained or otherwise required contributed to by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries Company Sub or any of their respective ERISA Affiliates which is not an Employee Plan and which (exclusive of base salary and base wages and any benefit, in each case, required solely under the law of any state) provides for any form of current or deferred compensation, bonus, stock option, stock awards, stock-based compensation or other forms of incentive compensation, or insurance, savings, profit sharing, benefit, severance, change of control, retention, retirement, retiree medical or life insurance, group health, disability, workers’ compensation, welfare or similar plan or arrangement for the benefit of any employee or class of employees, whether active or retired, of Company or any of its ERISA Affiliates. Such plans and arrangements are hereinafter collectively referred to as “Benefit Arrangements”, and are listed in Section 4.20(b) of the Company Disclosure Letter. Except as set forth in Section 4.20(b) of the Company Disclosure Letter, there has been no material increase in the compensation of or benefits payable to any senior executive employee of Company or Company Sub since November 30, 2006, nor any employment, severance or similar contract entered into with any such employee, nor any material amendment to any such contract, since November 30, 2006. (c) With respect to all Employee Plans and Benefit Arrangements, Company and Company Sub and their ERISA Affiliates are in compliance (other than noncompliance the cost or liability for which which, individually or in the aggregate, would cause not have a Material Adverse Effect) with the terms of such Employee Plans and Benefit Arrangements, the requirements prescribed by any and all statutes, governmental or court orders, or governmental rules or regulations currently in effect, including but not limited to ERISA and the Code, applicable to such plans or arrangements. All government reports and filings required by law have been properly and timely filed and all information required to be distributed to participants or beneficiaries has been distributed with respect to each Employee Plan. There is no pending or, to the Company’s or Company Sub’s knowledge, threatened legal action, proceeding or investigation against or involving any Employee Plan or Benefit Arrangement, other than routine claims for benefits. No “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan that could subject the Company or any Person for whom the Company or Company Sub has an obligation to indemnity to liability under Title I of ERISA or to the imposition of tax under Section 4975 of the Code (other than any such transaction the cost or liability of which would not have a Material Adverse Effect). No Employee Plan is subject to Title IV or Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. No “reportable event” as defined in ERISA has occurred with respect to any of the Employee Plans. All contributions, premiums and other payments required to be made to each of the Employee Plans or Benefit Arrangement under the terms of the Employee Plan, Benefit Arrangement and ERISA, the Code or any other applicable laws have been timely made. Except as required by law or as set forth in Section 4.20(c) of the Company Disclosure Letter, no condition or term under any Employee Plan or Benefit Arrangement exists which would prevent Parent, the Surviving Corporation or any of their Subsidiaries from terminating or amending any such Employee Plan or Benefit Arrangement at any time for any reason without liability to Parent, the Surviving Corporation or any of their Subsidiaries (other than reasonable administrative notice periods, ordinary administration expenses, reasonable administrative expenses related to the termination process, or routine claims for benefits) that, in the aggregate for all such liability under all such Employee Plans or Benefit Arrangements, would not exceed $100,000. D. As (d) Except as set forth in Section 4.20(d) of the most recent valuation date for Company Disclosure Letter, all Company Stock Options and Company Restricted Stock (if any) granted after July 31, 2002, have been granted in compliance with (i) the terms of the applicable Company Stock Option Plans, (ii) applicable laws and (iii) the applicable provisions of Company’s Certificate of Incorporation, as amended, and Bylaws, as amended, and are accurately disclosed as required in (x) the Company SEC Documents and the Financial Statements and (y) the Tax Returns of Company. (e) Except as set forth in Section 4.20(e) of the Company Disclosure Letter or expressly provided in Article 12, neither the execution of this Agreement nor the consummation of the Merger or any Pension Planother transaction contemplated by this Agreement (whether alone or in connection with any other event) will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of Company, Company Sub or CXXXX; (ii) increase the amount or value of unfunded any benefit liabilities or compensation otherwise payable or required to be provided to any such director, employee or independent contractor; (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation; or (iv) result in the failure of any amount to be deductible by reason of Section 280G of the Code. (f) Section 4.20(f) of the Company Disclosure Letter lists each Employee Plan maintained, contributed to or under which the Company, Company Sub or any ERISA Affiliate has had any Liability for the period after December 31, 2004 providing for deferred compensation that constitutes a “nonqualified deferred compensation plan” (as defined in Section 4001(a)(18409A(d)(1) of ERISAthe Code and regulations and notice promulgated thereunder, hereinafter “IRS Guidance”) for any service provider to the Company, Company Sub or any ERISA Affiliate (or any entity that together with the Company, Company Sub or any ERISA Affiliate would be a “service recipient” as defined in Code Section 409A and IRS Guidance) (the “Deferred Compensation Plans”). Each Deferred Compensation Plan (i) complies with requirements of Code Section 409A and IRS Guidance, or (ii) is exempt from compliance under the “grandfather” provisions of such IRS Guidance, and has not been materially modified since October 3, 2004, or (iii) may, without the consent of any service provider or other Person and without any Liability to the Company, Company Sub or any ERISA Affiliate (or any entity that together with the Company, Company Sub or any ERISA Affiliate would be a service recipient), individually other than for the payment of benefits due thereunder, the full amount of which has been reflected on the GlasCraft Balance Sheet, be amended or terminated to comply with or to be exempt from, the requirements of 409A of the Code and IRS Guidance. Each “nonqualified deferred compensation plan” has been operated in good faith compliance with any applicable IRS Guidance for the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities)period after December 31, does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect2004.

Employee Benefit Plans. A. Company, (a) Company has previously made available to Parent copies of current documents constituting of each of its Subsidiaries and, solely for purposes of “employee benefit plan,” as defined in Section 4980B of the Internal Revenue Code and Title IV 3(3) of ERISA, each of their respective which Company or any member of the same controlled group of corporations, trades or businesses as Company within the meaning of Section 4001(a)(14) of ERISA (“ERISA Affiliates”) is a sponsor or participating employer or as to which Company or any of its ERISA Affiliates are in compliance makes contributions or is required to make contributions and which is subject to any provision of ERISA and covers any employee, whether active or retired, of Company or any of its ERISA Affiliates, together with all applicable provisions amendments thereto, all currently effective and requirements of ERISA or applicable Law and related summary plan descriptions, the regulations and published interpretations thereunder with respect to each Employee Benefit Plandetermination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto, and have performed all their obligations under each Form 11-K, if applicable) and a summary of material modifications prepared in connection with any such plan. Such plans are hereinafter referred to collectively as the “Employee Benefit Plan, except as would not reasonably be expected to cause Plans,” and are listed in Section 4.20(a) of the Company Disclosure Letter. No Employee Plan is a Material Adverse Effect“multiemployer plan” within the meaning of Section 3(37) of ERISA. Each Employee Benefit Plan that is intended to qualify be qualified in form and operation under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that IRS and the associated trust for each such Employee Benefit Plan is so exempt from tax under Section 501(a) of the Code and Company knows of no fact that would materially adversely affect the qualified and nothing status of any such Employee Plan. No event has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause that will subject such Employee Benefit Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess into conformity with all of $1,000,000 or is reasonably likely to result in a Lien. C. Except the applicable provisions of ERISA, the Code and all other applicable laws have been made, except to the extent that such amendments that would retroactively cover any period prior to the Effective Time are not required under Section 4980B to be adopted prior to the Effective Time. (b) Company has previously made available to Parent copies or descriptions of the Internal Revenue Code each plan or arrangement maintained or otherwise required contributed to by law, no Employee Benefit Plan provides health Company or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries ERISA Affiliates which is not an Employee Plan and which (exclusive of base salary and base wages and any benefit, in each case, required solely under the law of any state) provides for any form of current or deferred compensation, bonus, stock option, stock awards, stock-based compensation or other forms of incentive compensation, or insurance, savings, profit sharing, benefit, severance, change of control, retention, retirement, retiree medical or life insurance, group health, disability, workers’ compensation, welfare or similar plan or arrangement for the benefit of any employee or class of employees, whether active or retired, of Company or any of their respective its ERISA Affiliates. Such plans and arrangements are hereinafter collectively referred to as “Benefit Arrangements”), and are listed in Section 4.20(b) of the Company Disclosure Letter. Except as set forth in Section 4.20(b) of the Company Disclosure Letter, there has been no material increase in the compensation of or benefits payable to any senior executive employee of Company since March 31, 2006, nor any employment, severance or similar contract entered into with any such employee, nor any material amendment to any such contract, since March 31, 2006. (c) With respect to all Employee Plans and Benefit Arrangements, Company and its ERISA Affiliates are in compliance (other than noncompliance the cost or liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)which, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities)aggregate, does would not exceed an amount which, if payable, could reasonably be expected to result in have a Material Adverse Effect) with the terms of such Employee Plans and Benefit Arrangements, the requirements prescribed by any and all statutes, governmental or court orders, or governmental rules or regulations currently in effect, including but not limited to ERISA and the Code, applicable to such plans or arrangements. All government reports and filings required by law have been properly and timely filed and all information required to be distributed to participants or beneficiaries has been distributed with respect to each Employee Plan. There is no pending or, to the Company’s knowledge, threatened legal action, proceeding or investigation against or involving any Employee Plan or Benefit Arrangement, other than routine claims for benefits. No “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan that could subject the Company or any Person for whom the Company has an obligation to indemnity to liability under Title I of ERISA or to the imposition of tax under Section 4975 of the Code (other than any such transaction the cost or liability of which would not have a Material Adverse Effect). No Employee Plan is subject to Title IV or Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code. No “reportable event” as defined in ERISA has occurred with respect to any of the Employee Plans. All contributions, premiums and other payments required to be made to each of the Employee Plans or Benefit Arrangement under the terms of the Employee Plan, Benefit Arrangement and ERISA, the Code or any other applicable laws have been timely made. Except as required by law or as set forth in Section 4.20(c) of the Company Disclosure Letter, no condition or term under any Employee Plan or Benefit Arrangement exists which would prevent Parent, the Surviving Corporation or any of their Subsidiaries from terminating or amending any such Employee Plan or Benefit Arrangement at any time for any reason without liability to Parent, the Surviving Corporation or any of their Subsidiaries (other than reasonable administrative notice periods, ordinary administration expenses, reasonable administrative expenses related to the termination process, or routine claims for benefits) that, in the aggregate for all such liability under all such Employee Plans or Benefit Arrangements, would not exceed $100,000. (d) Except as set forth in Section 4.20(d) of the Company Disclosure Letter, all Company Stock Options granted after March 31, 2004 and, to the knowledge of Company, prior to April 1, 2004, have been granted in compliance with (i) the terms of the applicable Company Stock Option Plans, (ii) applicable laws and (iii) the applicable provisions of Company’s Certificate of Incorporation, as amended, and Bylaws, as amended, and are accurately disclosed as required in (x) the Company SEC Documents and the Financial Statements of Company and (y) the Tax Returns of Company. (e) Except as set forth in Section 4.20(e) of the Company Disclosure Letter or expressly provided in Article 12, neither the execution of this Agreement nor the consummation of the Merger or any other transaction contemplated by this Agreement (whether alone or in connection with any other event will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of Company; (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor; (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation; or (iv) result in the failure of any amount to be deductible by reason of Section 280G of the Code.

Employee Benefit Plans. A. Company(a) The Borrower, Holdings, each of its Subsidiaries and, solely for purposes of Section 4980B other Member of the Internal Revenue Code Consolidated Group and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their respective obligations under each Employee Benefit Plan, except as would for any such non-compliance or non-performance which could not reasonably be expected to cause result in a Material Adverse Effect. Each Employee Benefit No liability to the PBGC (other than required premium payments), the IRS, any Plan that or any trust established under Title IV of ERISA has been or is intended expected to qualify under Section 401(a) be incurred by the Borrower or any other Member of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that Consolidated Group or any of their ERISA Affiliates with respect to any Plan, except for any such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter liability which would could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is could reasonably likely be expected to result in a Lien. C. Except Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause result in a Material Adverse Effect. D. . As of the most recent valuation date for any Pension each Multiemployer Plan, the amount potential liability of unfunded benefit liabilities the Borrower and the other Members of the Consolidated Group and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each other Member of the Consolidated Group and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4001(a)(184219(c)(5) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to payments to a Multiemployer Plan, except for any such non-compliance which assets exceed benefit liabilities)could not reasonably be expected to result in a Material Adverse Effect. (b) The Borrower, does Holdings, and each other Member of the Consolidated Group are in compliance with all applicable laws and regulations with respect to each Foreign Plan, and have performed all of their respective obligations thereunder, except for any such non-compliance or non-performance which could not exceed an amount whichreasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, if payable, no Foreign Plan has Unfunded Vested Liabilities that could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) Schedule 3.11(a) lists all Benefit Plans to which the Companies are a signatory, each of its Subsidiaries andwith respect to which the Companies have any obligation, solely for purposes of Section 4980B which are maintained, contributed to or sponsored by any of the Internal Revenue Code and Companies, the Cablevision Companies or their respective Affiliates, for the benefit of any current or former Employee, or with respect to which the Companies could incur liability under Title IV of ERISA, each other than a "multiemployer plan" as defined in Section 3(37) of their respective ERISA Affiliates (collectively, the "Company Benefit Plans"). None of the Company Benefit Plans are sponsored or maintained by the Companies and the Companies are not a signatory to any Company Benefit Plan. (b) Each Company Benefit Plan is and has been operated in compliance all material respects in accordance with its terms and the requirements of all applicable provisions and requirements of Laws, including, without limitation, ERISA or applicable Law and the regulations Code. The Companies and published interpretations thereunder with respect to each Employee Benefit Plan, and the Cablevision Companies have performed all their obligations required to be performed by them under, are not in any respect in default under each Employee or in violation of, and, to the Knowledge of Cablevision, there is no default or violation by any party to, any Company Benefit Plan, except as Plan that would not reasonably be expected to cause result in any material liabilities for the Companies, and to the Knowledge of Cablevision, no fact or event exists that would reasonably be expected to give rise to any such action, claim or proceeding that would reasonably be expected to result in any material liabilities for the Companies. None of the Cablevision Companies or the Companies has engaged in a Material Adverse Effecttransaction with respect to any Company Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (c) No liability under Title IV of ERISA has been incurred by the Companies or the Cablevision Companies with respect to any ongoing, frozen or terminated "single employer plan" within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by it, or the single employer plan of any entity which is considered one employer with Cablevision or any Company under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate") and, to the Knowledge of Cablevision, no condition exists that presents a risk to Cablevision, the Companies or any ERISA Affiliate of incurring any such liabilities. There does not now exist any material liability nor do any circumstances exist that could reasonably be expected to, now or in the future, result in any material liability to the Companies under Title IV of ERISA, including with respect to a "multiemployer plan" as defined in Section 3(37) of ERISA. No notice of a "reportable event" within the meaning of Section 4043 of ERISA for which the 30 day reporting requirement has not been waived, has been required to be filed by Cablevision, the Companies or any ERISA Affiliate within the 12 month period ending on the date hereof. There is no pending or threatened action by the PBGC to assess or terminate any Company Benefit Plan or, to the Knowledge of Cablevision, any Benefit Plan maintained by an ERISA Affiliate and neither Cablevision nor any Company has reason to believe the PBGC will assess or take action to terminate any Company Benefit Plan or any Benefit Plan maintained by an ERISA Affiliate solely or partially as a result of the transactions contemplated by this Agreement or otherwise. (d) Except as set forth on Schedule 3.11(d), none of the Company Benefit Plans obligates the Companies to pay separation, severance, termination or similar type benefits or provides that any Transferred Employee will become entitled to any enhanced or accelerated benefit or forfeit any benefit solely or partially as a result of any transactions contemplated by this Agreement or as a result of a "change in control", within the meaning of such term under Section 280G of the Code. Except as set forth on Schedule 3.11(d), none of the Company Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former Employee, officer or director of the Companies. Each Employee of the Company Benefit Plans is subject only to the laws of the United States or a political subdivision thereof. (e) Each Company Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code or Section 401(k) of the Code has received or timely requested a favorable determination letter from the Internal Revenue Service indicating IRS that such Employee the Company Benefit Plan is so qualified and nothing and, to the Knowledge of Cablevision, no fact or event has occurred subsequent to since the issuance date of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for request which would cause a Material Adverse Effectthe loss of such qualification. D. As (f) All contributions, premiums or payments required to be made by the Companies with respect to any Company Benefit Plan have been made on or before their due dates or accrued on the Bravo Financial Statements. No Company Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the most recent valuation date for Code) whether or not waived and, to the Knowledge of Cablevision, there are no facts or circumstances that would materially change the funded status of any Pension Plan, the amount of unfunded benefit liabilities Company Benefit Plan that is a "defined benefit" plan (as defined in Section 4001(a)(183(35) of ERISA), individually or in ) since the aggregate date of the most recent actuarial report for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effectplan.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to Schedule 3.24 lists each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPlan of the Company. The Company has no Affiliates for the purpose of ERISA. Each Employee Benefit Plan that is in substantial compliance with applicable law and has been administered and operated in all material respects in accordance with its terms. Each Employee Benefit Plan which is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified IRS and nothing no event has occurred subsequent to the issuance of such determination letter and no condition exists which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in the revocation of any such determination. No event which constitutes a "reportable event" (as defined in Section 4043(b) of ERISA) for which the thirty (30) day notice requirement has not been waived by the PBGC has occurred with respect to any Employee Benefit Plan. Other than as contemplated in Section 4.9 below, no Employee Benefit Plan subject to Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms of the Employee Benefit Plan(s) to have paid as contributions to such Employee Benefit Plan(s) on or prior to the date hereof (excluding any amounts not yet due) and no Employee Benefit Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. To the Knowledge of the Company and the Shareholders, neither the Company nor any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transactions in connection with any Employee Benefit Plan(s) that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. No material liability, claim, action or litigation, has been made, commenced or threatened with respect to any Employee Benefit Plan(s) (other than for benefits payable in the ordinary course and PBGC insurance premiums). No Employee Benefit Plan or related trust owns any securities in violation of Section 407 of ERISA. With respect to all Employee Benefit Plan(s) which are subject to Title IV of ERISA, as of the most recent actuarial valuation prepared for each such Employee Benefit Plan, the aggregate present value of the accrued liabilities thereof did not exceed the aggregate fair market value of the assets allocable thereto. The Company does not presently nor has not at any time in the past maintained a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). To the Knowledge of the Company and the Shareholders, there are no actions, suits or claims (other than routine claims for benefits) pending or threatened against any Employee Benefit Plan of the Company or their assets, or arising out of such Employee Benefit Plan(s) and, to the Knowledge of the Company and the Shareholders, no facts exist which could rise to any such actions, suits or claims or that might have a Material Adverse EffectEffect on such Employee Benefit Plan(s). There has been no act or omission by the Company that has given rise or may give rise to any finds, penalties, taxes or late charges under Section 502(c), (i) or (l), Section 407(1) of ERISA or Chapter 43 of the Code.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B (a) None of the Internal Revenue Code and Companies or any of their ERISA Affiliates maintains, contributes to, or is obliged to contribute to (or during the preceding six years maintained, contributed to or had an obligation to contribute to) any Pension Plan that is subject to the provisions of Title IV of ERISAERISA or any Multiemployer Plan. (b) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) the Companies and each of their respective ERISA Affiliates are in compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to all Employee Benefit Plans, (ii) each Employee Benefit PlanPlan complies, and have performed is operated and maintained in compliance, with its terms and all their obligations under applicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations thereunder and (iii) each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified (or an opinion letter or determination letter will be applied for during the applicable remedial amendment period) and nothing has occurred subsequent which is reasonably likely to prevent, or cause the issuance of loss of, such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusqualification. B. (c) Except in relation to (i) any arrangement which provides benefits on death which are wholly insured and (ii) the UK Pension Plan, none of the Companies or their Affiliates is, or has at any time in the past six years been, an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) in relation to any UK registered occupational pension scheme (as defined in the Pension Schemes Act 1993) which is a defined benefit pension plan. (d) No ERISA Event has occurred or is reasonably expected to occur which that would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect. (e) There are no actions, suits or claims pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to the knowledge of any Credit Party, threatened, which would reasonably be expected to result in a Material Adverse Effect. (f) There is no (i) ongoing investigation by the U.K. Pensions Regulator (and no warning notice has been issued by the U.K. Pensions Regulator to Holdings or any Subsidiary of Holdings) which may lead to the issue of a Financial Support Direction or a Contribution Notice or (ii) Financial Support Direction or Contribution Notice that has been issued, to Holdings or any Subsidiary of Holdings, imposing an aggregate liability with respect to the UK Pension Plan which has or would reasonably be expected to have a Material Adverse Effect. (g) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities and rules applicable thereto, including all funding requirements (including, but not limited to, Part 3 of the U.K. Pensions Act 2004) and the respective requirements of the governing documents in relation to any such Non-U.S. Plan, (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of any Credit Party, threatened against Holdings or any Subsidiary of Holdings in respect of any Non-U.S. Plan, and (iii) no Non-U.S. Plan has been terminated or wound-up and no actions or proceedings have been taken or instituted to terminate or wind-up such a Non-U.S. Plan.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder (a) No event has occurred with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except any employee benefit plan (as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under defined in Section 401(a3(3) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred ERISA) or is reasonably expected to occur which would result in a liability in excess of $1,000,000 any bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code other similar employee benefit plans, or otherwise required by lawany unexpired severance agreements, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance written or otherwise) , for the benefit of, or relating to, any retired current or former United States employee of Company, Xxxxx or any of its Subsidiaries or any trade or business (whether or not incorporated) which is a member or which is under common control with Xxxxx within the meaning of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As Section 414 of the most recent valuation date for any Pension PlanCode (a “Xxxxx ERISA Affiliate”) (together, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA“Xxxxx U.S. Employee Plans”), individually and to the knowledge of Xxxxx, there exists no condition or set of circumstances in connection with which Xxxxx could be subject to any liability under ERISA, the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation Code or any Pension Plans other applicable law with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, any Xxxxx U.S. Employee Plan that could reasonably be expected to result in have a Material Adverse EffectEffect on Xxxxx. (b) With respect to the Xxxxx U.S. Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the financial statements of Xxxxx that could reasonably be expected to have a Material Adverse Effect on Xxxxx. (c) With respect to the Xxxxx U.S. Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Xxxxx, there exists no condition or set of circumstances in connection with which Xxxxx could be subject to any material liability under ERISA, the Code or any other applicable law. (d) Neither Xxxxx, nor any Xxxxx ERISA Affiliate, has ever sponsored, participated in, or contributed to any pension plan which is subject to Title IV of ERISA or Section 412 of the Code. No Xxxxx U.S. Employee Plan has promised or provided, or currently promises or provides, retiree medical or other retiree welfare benefits to any person other than as required by law. (e) Except as disclosed in Xxxxx SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Xxxxx nor any of its Subsidiaries is a party to any oral or written (i) union or collective bargaining agreement, (ii) agreement with any officer or other key employee of Xxxxx or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Xxxxx of the nature contemplated by this Agreement, (iii) agreement with any officer of Xxxxx or any of its Subsidiaries providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof or for the payment of compensation in excess of $100,000 per annum, or (iv) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. (f) Each bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar employee benefit plans, and all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of Xxxxx or any of its Subsidiaries outside the United States (together, the “Xxxxx International Employee Plans”) has been established, maintained and administered in material compliance with its terms and conditions and with the requirements of all applicable statutes and regulations.

Employee Benefit Plans. A. Company(a) Section 4.13(a) of the Mondavi Disclosure Schedule sets forth a true and complete list of each material employee or director benefit plan, arrangement or agreement, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement (the “Mondavi Benefit Plans”) that is or has been sponsored, maintained or contributed to by Mondavi or any of its subsidiaries or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), all of which together with Mondavi would be deemed a “single employer” within the meaning of Section 4001 of ERISA. (b) Mondavi has heretofore made available to Constellation true and complete copies of each of its Subsidiaries andthe Mondavi Benefit Plans and certain related documents, solely for purposes including, but not limited to, (i) each writing constituting a part of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee such Mondavi Benefit Plan, including all amendments thereto; (ii) the most recent Annual Report (Form 5500 Series) and have performed all their obligations under each Employee accompanying schedules, if any; and (iii) the most recent determination letter from the IRS (if applicable) for such Mondavi Benefit Plan, except . (c) Except as would not reasonably be expected to cause have a Material Adverse Effect. Each Employee , (i) each of the Mondavi Benefit Plan that is Plans has been operated and administered in all material respects with applicable laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (ii) each of the Mondavi Benefit Plans intended to qualify under be “qualified” within the meaning of Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified, and nothing has there are no existing circumstances or any events that have occurred subsequent to the issuance of such determination letter which would that could reasonably be expected to cause adversely affect the qualified status of any such Employee plan; (iii) no Mondavi Benefit Plan is subject to lose its qualified status. B. No Title IV or Section 302 of ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 Section 412 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B 4971 of the Internal Revenue Code or otherwise required by law, Code; (iv) no Employee Mondavi Benefit Plan provides health benefits, including, without limitation, death or welfare medical benefits (through the purchase of insurance whether or otherwise) for any retired not insured), with respect to current or former employees or directors of Mondavi or its subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law or (B) death benefits or retirement benefits under any “employee pension plan” (as such term is defined in Section 3(2) of CompanyERISA); (v) no liability under Title IV of ERISA has been incurred by Mondavi, any of its Subsidiaries subsidiaries or any of their respective ERISA Affiliates the that has not been satisfied in full, and no condition exists that presents a risk to Mondavi, its subsidiaries or any ERISA Affiliate of incurring a liability for which would cause thereunder; (vi) no Mondavi Benefit Plan is a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities “multiemployer pension plan” (as such term is defined in Section 4001(a)(183(37) of ERISA) or 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; (vii) all contributions or other amounts payable by Mondavi or its subsidiaries as of the Effective Time pursuant to each Mondavi Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with GAAP; (viii) neither Mondavi nor its subsidiaries has engaged in a transaction in connection with which Mondavi or its subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (ix) there are no pending, or to the knowledge of Mondavi, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Mondavi Benefit Plans or any trusts related thereto plan. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (i) result in any material payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), individually forgiveness of indebtedness or in the aggregate for all Pension Plans otherwise) becoming due to any current or former director or any employee of Mondavi or any of its subsidiaries from Mondavi or any of its subsidiaries under any Mondavi Benefit Plan or otherwise, (determined based on assumptions used for purposes of GAAPii) excluding for purposes of such computation materially increase any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to benefits otherwise payable under any Mondavi Benefit Plan or (iii) result in a Material Adverse Effectany acceleration of the time of payment, funding or vesting of any such benefits.

Employee Benefit Plans. A. Company, (a) The Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in material compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans. Each Employee Benefit Plan complies in all material respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planmaterial respects, except as would not reasonably be expected to cause a Material Adverse Effectwith all applicable Legal Requirements, including all material applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to prevent, or cause the loss of, such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which would result occur. No Pension Plan has any Unfunded Pension Liability. Within the last six years, no Pension Plan has been terminated, whether or not in a liability “standard termination” as that term is used in excess Section 4041 of $1,000,000 ERISA, nor has any Pension Plan (determined at any time within the last six years) with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or is any of their respective ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably likely be expected to result in in, a LienMaterial Adverse Effect. C. (c) Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawCode, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any Company or any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse EffectAffiliates. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) All benefit and compensation plans, each contracts, policies or arrangements covering current or former employees of its Subsidiaries andQBT (the “QBT Employees”) and current or former directors of QBT including, solely for purposes but not limited to, “employee benefit plans” within the meaning of Section 4980B of the Internal Revenue Code and Title IV 3(3) of ERISA, each and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the “QBT Benefit Plans”), are identified in QBT Disclosure Schedule 3.16(a). True and complete copies of their respective ERISA Affiliates all QBT Benefit Plans including, but not limited to, any trust instruments and insurance contracts forming a part of any QBT Benefit Plans and all amendments thereto, have been provided to BWFG. (b) All QBT Benefit Plans covering QBT Employees, to the extent subject to ERISA, are in substantial compliance with all applicable provisions and requirements ERISA. Each QBT Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA or applicable Law (a “QBT Pension Plan”) and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that which is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code Code, has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified IRS, and nothing has occurred subsequent to the issuance Knowledge of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably QBT, there are no circumstances likely to result in revocation of any such favorable determination letter or the loss of the qualification of such QBT Pension Plan under Section 401(a) of the Code. There is no pending or, to QBT’s Knowledge, threatened litigation relating to the QBT Benefit Plans. QBT has not engaged in a Lientransaction with respect to any QBT Benefit Plan or QBT Pension Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject QBT to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. C. Except (c) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by QBT with respect to any ongoing, frozen or terminated “single employer plan,” within the extent meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with QBT under Section 4001 of ERISA or Section 414 of the Code (a “QBT ERISA Affiliate”). QBT has not incurred, and does not expect to incur, any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of a QBT ERISA Affiliate). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any QBT Pension Plan or by any QBT ERISA Affiliate within the 12 month period ending on the date hereof or will be required to be filed in connection with the Transactions contemplated by this Agreement. (d) All contributions required to be made under the terms of any QBT Benefit Plan have been timely made or have been reflected on the financial statements of QBT. No QBT Pension Plan or single-employer plan of a QBT ERISA Affiliate has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and no QBT ERISA Affiliate has an outstanding funding waiver. QBT has not provided, and is not required to provide, security to any QBT Pension Plan or to any single-employer plan of a QBT ERISA Affiliate pursuant to Section 401(a)(29) of the Code. (e) QBT has no obligations for retiree health and life benefits under any QBT Benefit Plan, other than coverage as may be required under Section 4980B of the Internal Revenue Code or otherwise required by lawPart 6 of Title I of ERISA, no Employee or under the continuation of coverage provisions of the laws of any state or locality. QBT may amend or terminate any such QBT Benefit Plan provides health at any time without incurring any liability thereunder. (f) Other than as set forth in QBT Disclosure Schedule 3.16(f), the execution of this Agreement, shareholder approval of this Agreement or welfare benefits consummation of any of the transactions contemplated by this Agreement will not (i) entitle any QBT Employees to severance pay or any increase in severance pay upon any termination of employment after the date hereof, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through the purchase of insurance a grantor trust or otherwise) for of compensation or benefits under, increase the amount payable or trigger any retired or former employee of Companyother material obligation pursuant to, any of its Subsidiaries the QBT Benefit Plans, (iii) result in any breach or violation of, or a default under, any of their respective ERISA Affiliates the liability for which QBT Benefit Plans, (iv) result in any payment that would cause be a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (“parachute payment” to a “disqualified individual” as those terms are defined in Section 4001(a)(18280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future, (v) limit or restrict the right of QBT, or after the consummation of the transactions contemplated herby, BWFG or Surviving Bank, to merge amend, or terminate any of the QBT Benefit Plans, or (vi) result in payments that would not be deductible under Section 162(m) of ERISA)the Code. QBT Disclosure Schedule 3.16(f) contains a schedule showing the present value of the monetary amounts payable as of the date specified in such schedule, whether individually or in the aggregate for (including good faith estimates of all Pension amounts not subject to precise quantification as of the date of this Agreement), under any employment, change-in-control, severance or similar contract, plan or arrangement with or which covers any present or former director, officer or employee of QBT who may be entitled to any such amount and identifying the types and estimated amounts of the in-kind benefits due under any QBT Benefit Plans (determined based on other than a plan qualified under Section 401(a) of the Code) for each such person, specifying the assumptions used for purposes in such schedule and providing estimates of GAAP) excluding for purposes of other related fees or expenses together with such computation any Pension Plans with respect detail as is needed to which assets exceed ensure that no such payment or benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to would result in a Material Adverse Effectparachute payment to a disqualified individual within the meaning of Section 280G of the Code. (g) Each QBT Benefit Plan that is a deferred compensation plan and any deferral elections thereunder are in substantial compliance with Section 409A of the Code, to the extent applicable. (h) Each QBT Option (i) was granted in compliance with all applicable laws and all of the terms and conditions of the applicable plan pursuant to which it was issued, (ii) has an exercise price per share equal to or greater than the fair market value of a share of QBT Stock on the date of such grant, (iii) has a grant date identical to the date on which the QBT Board or the QBT’s compensation committee actually awarded it, (iv) is exempt from Section 409A of the Code, and (v) qualifies for the tax and accounting treatment afforded to such award in the QBT Tax Returns and the QBT Financial Statements, respectively.

Employee Benefit Plans. A. CompanyHoldings, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPlan in all material respects. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which reasonably would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or reasonably is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates. Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, individually or in the aggregate, material), no ERISA Event has occurred or is reasonably expected to occur which would result occur. Except as set forth in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except Schedule 4.19, and except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawsimilar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of CompanyHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates the liability Affiliates. Except as set forth in Schedule 4.19 (and except for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined changes in Section 4001(a)(18) of ERISA)matters identified in Schedule 4.19 that are not, individually or in the aggregate, material), the present value of the aggregate for all benefit liabilities under each Pension Plans Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates, (determined based as of the end of the most recent plan year on the basis of the actuarial assumptions used specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of GAAP) excluding for purposes the assets of such computation Pension Plan. Neither Holdings, its Subsidiaries nor their respective ERISA Affiliates maintains, contributes to or is required to contribute to any Pension Plans with Multiemployer Plan and has not incurred any liability in respect to which assets exceed benefit liabilities), does of any Multiemployer Plan that has not exceed an amount which, if payable, could reasonably be expected to result been satisfied in a Material Adverse Effectfull.

Employee Benefit Plans. A. Company(a) Section 4.20(a) of the Company Disclosure Letter contains a true, correct and complete list separately identifying each Company Non-U.S. Employee Plan and each Company U.S. Employee Plan (each a “Company Employee Plan”). The Company has delivered or made available to Parent true, correct and complete copies, together with all amendments, of its Subsidiaries each Company Employee Plan (and a written description of each unwritten Company Employee Plan), and, solely for purposes of Section 4980B of as applicable, all current trust agreements, insurance and group annuity contracts and other documents establishing other funding arrangements, together with all amendments thereto, and the Internal Revenue Code two most recent annual financial statements and Title IV of ERISA, each of their respective ERISA Affiliates are actuarial valuation reports thereof. (b) Each Company Employee Plan has been administered in accordance with its terms and is in compliance with all applicable provisions Applicable Laws, except for instances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) (i) Each Company Employee Plan that is intended to qualify for favorable Tax benefits under the Applicable Laws of any jurisdiction has, to the knowledge of the Company, been operated and requirements maintained in a manner to remain so qualified, and (ii) to the knowledge of the Company no condition exists and no event has occurred that could reasonably be expected to result in the loss or revocation of such status. Neither the Company nor any of its Subsidiaries has incurred any obligation in connection with the termination or wind-up of, or withdrawal from, any Company U.S. Employee Plan that is a “pension plan” as defined in Section 3(2) of ERISA or applicable Law any Company Non-U.S. Retirement Plan, and, to the knowledge of the Company, no condition exists and no event has occurred that would reasonably be expected to constitute grounds under Applicable Laws to terminate, wind-up or appoint a trustee to administer any such Company U.S. Employee Plan or Company Non-U.S. Retirement Plan. To the knowledge of the Company, all benefits, contributions and premiums relating to each Company Employee Plan have been timely paid or made in accordance with the terms of such Company Employee Plan and the regulations terms of all Applicable Laws and published interpretations thereunder no request by the Company or any of its Subsidiaries has been made to waive or defer payment of any benefits, contributions or premiums that would otherwise be required to be made to any Company Employee Plan. No claim, action, litigation, proceeding, audit, examination, investigation or administrative proceeding has been made, commenced or, to the knowledge of the Company, threatened with respect to any Company Employee Plan (other than routine claims for benefits payable in the ordinary course) that would reasonably be expected to result in a material liability of the Company or any of its Subsidiaries. Neither the Company, nor, to the knowledge of the Company, any other Person has engaged in any prohibited transaction with any Company Employee Plan that could reasonably be expected to give rise to any material Tax or penalty for which the Company could reasonably be expected to incur any material liability. Except to the extent it would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, individually or in the aggregate, all required consents and releases necessary or desirable in connection with the amendment, modification or termination of any Company Employee Plan (or any plan, program or arrangement that would be a Company Employee Plan if it had not been amended, modified or terminated), have been validly obtained and are fully effective. With respect to each Company Employee Benefit Plan, no event has occurred and have performed all their obligations no condition or circumstance has existed that could result in an increase in the benefits under each or the expense of maintaining any such Company Employee Benefit PlanPlan from the level of benefits or expense incurred for the most recent fiscal year ended thereof, except for any such increase as would not be material to the Company and its Subsidiaries, taken as a whole. No Company Employee Plan has assets that include securities issued by the Company or any of its Subsidiaries. No Company Employee Plan provides for the payment of material severance, termination, change in control or similar-type payments or benefits. (d) Except as would not result in any material liability to the Company or any of its Subsidiaries, each Company Employee Plan which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that the Company is a party to with any employee subject to U.S. income Tax either is not subject to the provisions of Section 409A of the Code or has been operated and administered in compliance in all material respects with Section 409A of the Code. (e) Except as would not reasonably be expected to cause a Material Adverse Effect. Each result in any material liability to the Company or any of its Subsidiaries, each Company U.S. Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides “group health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (plan” as defined in Section 4001(a)(18733(a)(1) of ERISA)ERISA (a “Company Health Plan”) (i) is currently in compliance with the Patient Protection and Affordable Care Act, individually or in Pub. L. No. 111-148 (“PPACA”) and the aggregate for all Pension Plans (determined based on assumptions used for purposes Health Care and Education Reconciliation Act of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities)2010, does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse EffectPub.

Employee Benefit Plans. A. Company(i) Effective as of the Buyout Closing Date, each Transferred Manager Employees shall cease participation in any and all Behringer Plans and shall be eligible to participate in employee benefit and fringe benefit plans maintained by XX XXXX or one of its Subsidiaries andAffiliates (the “XX XXXX Plans”). Effective as of the Buyout Closing Date and continuing for a period ending on the December 31 next following the one year anniversary of the Buyout Closing Date, solely XX XXXX shall provide to the Transferred Manager Employees through XX XXXX Plans, employee benefits and fringe benefits which are, in the aggregate, substantially comparable to the employee benefits and fringe benefits provided to such Transferred Manager Employees under the Behringer Plans immediately prior to the Buyout Closing Date. (ii) Following the Buyout Closing Date, (A) each Transferred Manager Employee shall receive credit for all purposes (including credit for eligibility, benefit accrual and for vesting) under the XX XXXX Plans for years of service with the Behringer Group; provided, however, that with respect to any credit for benefit accruals under any XX XXXX Plans, there shall be no duplication of benefits or accruals under the employee benefit plans or programs of XX XXXX and those of the Behringer Group (for example, with respect to employer contributions under a XX XXXX 401(k) Plan), and (B) XX XXXX shall cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any XX XXXX Plans that are group health plans in which such Transferred Manager Employees and their eligible dependents shall participate to be waived (but only to the extent that such Transferred Manager Employees would be covered under the applicable group health plan of the Behringer Group) and shall provide credit, during the applicable plan year, for any co-payments and deductibles prior to the Buyout Closing for purposes of Section 4980B satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Buyout Closing. It is the intention of the Internal Revenue Code parties that the Transferred Manager Employees and Title IV their eligible dependents be placed in no worse position (as employees of ERISA, each XX XXXX) than if they had remained participants in the group health plans of their respective ERISA Affiliates are the Behringer Group. Manager and XX XXXX Agree to work together in compliance with all applicable provisions and requirements of ERISA or applicable Law good faith between the Buyout Notice Date and the regulations Buyout Closing Date to ensure the orderly transition of the Transferred Manager Employees from Behringer Plans, including 401(k), flexible spending account, and published interpretations thereunder group health plans, to corresponding XX XXXX Plans. (iii) As of the Buyout Closing, (A) XX XXXX hereby assumes all obligations and Liabilities under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for each Transferred Manager Employee (and his/her dependents and beneficiaries) and (B) no member of the Behringer Group shall have any Liabilities under COBRA with respect to each Employee Benefit Plan, such Transferred Manager Employees (and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified dependents and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusbeneficiaries). B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. (i) To the Company’s knowledge, each of its Subsidiaries and, solely for purposes of no “prohibited transaction” as defined under Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements 406 of ERISA or applicable Law Section 4975 of the Code (as defined below) and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with respect to each any Employee Benefit PlanPlan (as defined below). At no time has the Company or any ERISA Affiliate (as defined below) maintained, and have performed all their obligations under each sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit PlanPlan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No Employee Benefit Plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as would not reasonably may be expected to cause a Material Adverse Effectrequired by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law. Each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that is would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to qualify be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the knowledge of the Company, nothing has occurred since the date of any such determination or opinion letter that is reasonably likely to adversely affect such qualification. (ii) The Company does not have any obligations under any collective bargaining agreement with any union and, to the Company’s knowledge, no organization efforts are underway with respect to Company employees. As used in this Agreement, “Code” means the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such of 1986, as amended; “Employee Benefit Plan is so qualified Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and nothing has occurred subsequent all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to the issuance of such determination letter ERISA, under which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred (A) any current or is reasonably expected to occur which would result in a liability in excess of $1,000,000 former employee, director or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B independent contractor of the Internal Revenue Code Company or otherwise required its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by law, no Employee Benefit Plan provides health or welfare benefits (through maintained by the purchase of insurance Company or otherwise) for any retired or former employee of Company, any of its Subsidiaries respective subsidiaries or (B) the Company or any of their respective its subsidiaries has had or has any present or future obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; and “ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As Affiliate” means any member of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (company’s controlled group as defined in Code Section 4001(a)(18) of ERISA414(b), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilitiesc), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect(m) or (o).

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code (a) The Companies and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans, except where such non-compliance could not be reasonably expected to result in a Material Adverse Effect. Each Employee Benefit Plan complies, and have performed is operated and maintained in compliance, with all their obligations under each Employee Benefit Planapplicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder, except as would where such non-compliance could not be reasonably be expected to cause result in a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent which is reasonably likely to prevent, or cause the issuance of loss of, such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status.qualification B. (b) No ERISA Event has occurred or is reasonably expected to occur which would result and no Pension Plan has any Unfunded Pension Liability, except, in a liability in excess of $1,000,000 or is any case, where the foregoing could not reasonably likely be expected to result in a LienMaterial Adverse Effect. Within the last six years, no Pension Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan could not reasonably be expected to result in a Material Adverse Effect. C. (c) Except to the extent required under Section 4980B of the Internal Revenue Code (or otherwise required by lawsimilar state laws) or where such provision would not result in material liability to any Company, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any Company or any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse EffectAffiliates. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. (a) Each Benefit Plan of the Company and its Subsidiaries is listed in Section 5.14 of the Company's Disclosure Letter, including, with respect to Terminated Benefit Plans, the date of termination. (b) No event has occurred and, to the Knowledge of the Company, each there exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries andcould be subject to any liability under the terms of any Benefit Plan, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of or under ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder or, with respect to each Employee any Benefit Plan, and have performed all their obligations under each Employee Benefit Planthe Code or any other applicable Law, except as would other than any condition or set of circumstances that could not reasonably be expected to cause have a Material Adverse EffectEffect on the Company. Each Employee of the Benefit Plans has been administered in material compliance with its terms and with the applicable provisions of ERISA, the Code and any other applicable Law. (c) As to any Benefit Plan that is of the Company intended to qualify be qualified under Section 401(a401 of the Code, such Benefit Plan has been determined by the IRS to satisfy in form the requirements of such Section, no event has occurred that could be reasonably expected to result in the disqualification of such Benefit Plan and there has been no termination or partial termination of such Benefit Plan within the meaning of Section 411(d)(3) of the Internal Revenue Code has Code. (d) As to any Terminated Benefit Plan intended to have been qualified under Section 401 of the Code, such Terminated Benefit Plan received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans IRS with respect to which its termination. (e) There are no investigations, audits, actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, any Benefit Plan or its assets exceed benefit liabilities), does not exceed an amount which, if payable, that could reasonably be expected to result in have a Material Adverse EffectEffect on the Company. (f) To the Knowledge of the Company, there is no matter pending (other than routine qualification determination filings) with respect to any Benefit Plan before the IRS, the Department of Labor or the PBGC. (g) All contributions required to be made by the Company or the Company's Subsidiaries to any Benefit Plan pursuant to its terms and provisions have been timely made. AGREEMENT AND PLAN OF MERGER (h) As to any Current Benefit Plan subject to Title IV of ERISA, (i) there has been no event or condition which presents a material risk of plan termination, (ii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred within six years prior to date of this Agreement, (iii) no reportable event within the meaning of Section 4043 of ERISA (for which the disclosure requirements of Regulation section 2615.3 promulgated by the PBGC have not been waived) has occurred within six years prior to the date of this Agreement, (iv) no notice of intent to terminate such Benefit Plan has been given under Section 4041 of ERISA, (v) no proceeding has been instituted under Section 4042 of ERISA to terminate such Benefit Plan, (vi) no liability to the PBGC has been incurred (other than with respect to required premium payments) and (vii) the assets of the Benefit Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such Benefit Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC. (i) Except as set forth in Section 5.14 of the Company's Disclosure Letter, in connection with the consummation of the transactions contemplated by this Agreement, no payments have been or will be made under any Current Benefit Plan or any other program, agreement, policy or arrangement which would be nondeductible under Section 280G of the Code. (j) Except as set forth in Section 5.14 of the Company's Disclosure Letter, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require the Company or any of its Subsidiaries to pay greater compensation or make a larger contribution to, or pay greater benefits or accelerate payment or vesting of a benefit under, any Current Benefit Plan or any other program, agreement, policy or arrangement or (ii) create or give rise to any additional vested rights or service credits under any Current Benefit Plan or any other program, agreement, policy or arrangement. (k) Except as set forth in Section 5.14 of the Company's Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or is bound by any severance agreement, program or policy. True and correct copies of all employment agreements with officers of the Company and its Subsidiaries, and all vacation, overtime and other compensation policies of the Company and its Subsidiaries relating to their employees have been made available to Parent. (l) Except as set forth in Section 5.14 of the Company's Disclosure Letter, no Benefit Plan provides retiree medical or retiree life insurance benefits to any Person and neither the Company nor any of its Subsidiaries is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, other than as required by the provisions of Sections 601 through 608 of ERISA and Section 4980B of the Code. (m) Neither the Company nor any of its Subsidiaries contributes or has an obligation to contribute, and neither has within six years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan within the meaning of Section 3(37) of ERISA. (n) Except as disclosed in Section 5.14 of the Company's Disclosure Letter, no compensation payable by the Company or any of its Subsidiaries to any of their employees under any Current Benefit Plan or other program, agreement, policy or arrangement is subject to disallowance under Section 162(m) of the Code. AGREEMENT AND PLAN OF MERGER

Employee Benefit Plans. A. Company(a) Schedule 4.11(a) lists each Plan and each Multiemployer Plan maintained or contributed to, each or required to be contributed to, by Group or any of its Subsidiaries and, solely for purposes of Section 4980B ERISA Affiliates as of the Internal Revenue Code Effective Date. Each Plan has been operated and Title IV of ERISA, each of their respective ERISA Affiliates are administered in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit PlanERISA, and have performed all their obligations under each Employee Benefit Planand, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is if intended to qualify under Section 401(a) or 403(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance Code, in compliance with all applicable requirements of such determination letter which would provisions except where the failure to do so could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified statushave, taking all instances in the aggregate, a Material Adverse Effect. B. (b) Full payment has been made by Group or any of its ERISA Affiliates of all minimum amounts which such entities are required to pay under the terms of each Plan and Multiemployer Plan except where the failure to so comply, taking all instances in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events for which would result in a liability in excess of $1,000,000 or is reasonably likely expected to result in a Lien. C. Except occur, could reasonably be expected to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. As (d) Neither Group nor any of the most recent valuation date for its ERISA Affiliates maintains or contributes to any Pension Plan, the amount of unfunded employee welfare benefit liabilities plan (as defined in Section 4001(a)(183(1) of ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA), individually or in other than a Plan the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans obligations with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payablewhen taken together with the projected contributions thereto reflected in the projections and pro forma financial information delivered pursuant to clause (l) of Article III, could not reasonably be expected to result in have a Material Adverse Effect. (e) After giving effect to the Consummation of the Plan, no Plan maintained by Group or any ERISA Affiliate is underfunded (based on the present value of all accumulated benefit obligations thereunder) except to the extent that the aggregate amount of underfunding with respect to all such plans, when taken together with the projected contributions thereto reflected in the projections and pro forma financial information delivered pursuant to clause (l) of Article III, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) Section 5.9(a) of the Parent Disclosure Schedule lists all material Benefit Plans sponsored, each maintained or contributed by Parent or any of its Subsidiaries, or to which Parent or any of its Subsidiaries andhas any obligation or liability, solely including any Controlled Group Liability (the “Parent Benefit Plans”). Parent has provided to or made available to the Company correct and complete copies of each Parent Benefit Plan, and to the extent applicable: (i) the most recent determination or opinion letter received from the Internal Revenue Service, (ii) the most recent Forms 5500 and all schedules thereto, (iii) the most recent summary plan description, and (d) each trust agreement and insurance or group annuity contract relating to such Parent Benefit Plan. (b) Each Parent Benefit Plan has been maintained and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto, except for purposes such non-compliance which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Any Parent Benefit Plan intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter from the Internal Revenue Service. Neither Parent nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides, or has any obligation to provide, post-termination health or life insurance benefits to any Person other than as mandated by Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and for which the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except beneficiary pays the entire premium cost. Except as would not reasonably be expected to cause have, individually or in the aggregate, a Parent Material Adverse Effect. Each Employee Benefit Plan , there does not now exist, nor do any circumstances exist that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusresult in, any Controlled Group Liability. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwisec) for any retired or former employee of Company, Neither Parent nor any of its Subsidiaries has any liability under Title IV or any Section 302 of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As or Section 412 or 4971 of the most recent valuation date for Code with respect to any Pension Plan, the amount of unfunded “employee benefit liabilities plan” (as defined in Section 4001(a)(183(3) of ERISA). None of Parent Benefit Plans is, and neither Parent nor any Subsidiary has any liability or obligation under or with respect to, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director or consultant of Parent or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) result in any other payment becoming due or satisfy any prerequisite to any payment or benefit to any current or former employee, director or consultant of Parent, (iii) accelerate the time of funding, payment or vesting, or increase the amount of compensation due any such employee, director or consultant or (iv) increase any benefits or compensation or give rise to any liability under any Parent Benefit Plan. (e) Each Parent Benefit Plan has been operated in good faith compliance in all material respects with Section 409A of the Code and has since January 1, 2009 been operated in compliance in all material respects with Section 409A of the Code. No director, officer, employee or service provider of Parent or its Affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (f) Except as would not reasonably be expected to have, individually or in the aggregate aggregate, a Parent Material Adverse Effect, (i) there are no pending or, to Parent’s Knowledge, threatened claims, proceedings, audits, investigations, suits or actions by or on behalf of any Parent Benefit Plan, by any employee or beneficiary covered under any Parent Benefit Plan or otherwise involving any Parent Benefit Plan (other than routine claims for all Pension Plans benefits) and (ii) neither Parent nor any of its Subsidiaries (nor, to Parent’s Knowledge, any other Person) has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) or a breach of fiduciary duty (as determined based on assumptions used for purposes of GAAPunder ERISA) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilitiesany Parent Benefit Plan. (g) No amount that could be received (whether in cash or property or the vesting of property), does as a result of the consummation of the transactions contemplated by this Agreement or otherwise, by any employee, director or consultant of Parent or its Subsidiaries (whether current, former or retired) under any Parent Benefit Plan or otherwise would not exceed be deductible by reason of Section 280G of the Code or would be subject to an amount whichexcise tax under Section 4999 of the Code. (h) Neither Parent nor any of its Subsidiaries is a party to any agreement, if payablecontract, could arrangement or plan that has resulted or would reasonably be expected to result in the payment of any amount that will not fully be deductible as a Material Adverse Effectresult of Section 162(m) of the Code.

Employee Benefit Plans. A. CompanyHoldings, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code Subsidiary and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, except as where such failure to comply or perform, individually or in the aggregate, would not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or opinion letter from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. . No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any Subsidiary or any of their respective ERISA Affiliates, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which occur, except as would result not, individually or in the aggregate, reasonably be expected to have a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawsimilar state laws, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of CompanyHoldings, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse EffectAffiliates. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) Except to the extent the failure to comply could reasonably be expected to result in a Material Adverse Effect, each Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans. Each Employee Benefit Plan complies in all material respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planmaterial respects, except as would not reasonably be expected to cause a Material Adverse Effectwith all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and nothing has occurred subsequent to the issuance of such determination letter which would could reasonably be expected to prevent, or cause the loss of, such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. occur. No Pension Plan has any Unfunded Pension Liability. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does could not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect (either individually or in the aggregate), within the last six years, no Pension Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA, nor has any Pension Plan (determined at any time within the last six years) with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or any of its ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

Employee Benefit Plans. A. Company, (a) Each Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in material compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or and the Code and the regulations and published interpretations thereunder, with respect to all Employee Benefit Plans except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. Each Employee Benefit Plan complies in all material respects, and is operated and maintained in compliance in all material respects, with all applicable Law Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect except to each Employee Benefit Planthe extent that the failure to do so has not resulted in, and have performed all their obligations under each Employee Benefit Plan, except as would could not reasonably be expected to cause result in, a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and nothing has occurred subsequent to the issuance of such determination letter which would prevent, or cause the loss of, such qualification. (b) No ERISA Event (i) has occurred or (ii) is expected to occur, and with respect to subsection (ii), to which any Company or any of its ERISA Affiliates is reasonably expected to incur any material liability. No Pension Plan has any Unfunded Pension Liability. Within the last six years, no Pension Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA under which any Company or any of its ERISA Affiliates has any liability which has not been satisfied in full, nor has any Pension Plan (determined at any time within the last six years) with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or any of its ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawin, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18c) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with With respect to which assets exceed benefit liabilities)Canadian Pension Plans, does in each case except to the extent that the failure to do so has not exceed an amount whichresulted in, if payable, and could not reasonably be expected to result in in, a Material Adverse Effect: (i) as of the Closing Date, no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Company being required to make an additional contribution to the Canadian Pension Plan; (ii) no Canadian Pension Plan is a “registered pension plan”, as that term is defined in subsection 248(1) of the Income Tax Act (Canada), which is or was sponsored, administered or contributed to, or required to be contributed to by, any Loan Party or under which any Loan Party has any actual or potential liability, and which contains a “defined benefit provision”, as defined in subsection 147.1(1) of the Income Tax Act (Canada), (iii) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made in accordance with all applicable Legal Requirements and the terms of each Canadian Pension Plan have been made in accordance with all applicable Legal Requirements and the terms of each Canadian Pension Plan, in each case in all material respects; and (iv) each Canadian Pension Plan is maintained in all material respects in compliance with all applicable Legal Requirements. (d) To the extent applicable, each Foreign Plan has been established, administered and maintained in substantial compliance with its terms and with the requirements of all Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities, in each case in all material respects except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended, fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the Property of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued. All contributions or payments which are due with respect to each Foreign Plan have been made in full, in each case in all material respects. All amounts payable under any Foreign Plan are properly reflected on the financial statements of the applicable Company.

Employee Benefit Plans. A. Company, (a) Company has furnished to Parent true and complete copies of each of its Subsidiaries andthe Company Benefit Plans and material documentation related thereto. With respect to each Company Benefit Plan that is subject to ERISA reporting requirements, solely for purposes of Section 4980B Company has provided copies of the Form 5500 reports filed for the last three plan years. Company has furnished Parent with the most recent Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA Service determination or applicable Law and the regulations and published interpretations thereunder opinion letter issued with respect to each Employee such Company Benefit Plan, and have performed all their obligations under to the Company’s knowledge nothing has occurred since the issuance of each Employee Benefit Plan, except as would not such letter that could reasonably be expected to cause the loss of the tax qualified status of any Company Benefit Plan subject to Code Section 401(a). (b) Each Company Benefit Plan has been operated and administered in accordance with its terms and applicable Law, including, but not limited to, ERISA and the Code, except for instances of noncompliance that would not have, individually or in the aggregate, a Company Material Adverse Effect. Each Employee There are no pending investigations by any Governmental Authority, termination proceedings or other claims (except routine claims for benefits payable under the Company Benefit Plans) against or involving any Company Benefit Plan or asserting any rights to or claims for benefits under any Company Benefit Plan, other than any such investigations, proceedings, or claims that would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in, contributed to, or is obligated to contribute to, or otherwise incurred any obligation or liability (including without limitation any contingent liability) under any “multiemployer plan” (as defined in Section 3(37) of ERISA) or to any “pension plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code. None of Company or any ERISA Affiliate has any actual or potential withdrawal liability (including without limitation any contingent liability) for any complete or partial withdrawal (as defined in Sections 4203 and 4205 of ERISA) from any multiemployer plan. (d) Each Company Benefit Plan intended to qualify be qualified under Section 401(a) of the Internal Revenue Code Code, and the trust (if any) forming a part thereof, has received a favorable determination or opinion letter from the Internal Revenue Service indicating as to its qualification under the Code and to the effect that each such Employee Benefit Plan trust is so qualified and exempt from taxation under Section 501(a) of the Code, and, to the knowledge of the Company, nothing has occurred subsequent to since the issuance date of such determination or opinion letter which would that could reasonably be expected to cause have, individually or in the aggregate, a Company Material Adverse Effect on such Employee Benefit Plan to lose its qualified qualification or tax-exempt status. B. (e) No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Company Benefit Plan provides health benefits, including without limitation death or welfare medical benefits (through the purchase of insurance whether or otherwise) for any retired not insured), with respect to current or former employee employees or directors of Company, any of the Company or its Subsidiaries beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any “employee pension benefit plan” (within the meaning of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(183(2) of ERISA), individually (iii) deferred compensation benefits accrued as liabilities on the books of the Company or any of its Subsidiaries, (iv) benefits the full costs of which are borne by the current or former employee or director or his or her beneficiary or (v) certain rights to exercise stock options for a period of time beyond such recipient’s last day of service with the Company. (f) Each “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) is in material compliance with the aggregate for all Pension Plans requirements of 409A of the Code and guidance promulgated thereunder by its terms and has been operated in material compliance with such requirements. All Company Options were granted with an exercise price at least equal to the fair market value of the Company’s common stock (as determined based pursuant to the applicable provisions of Section 409A and 422 of the Code and the Regulations promulgated thereunder) on assumptions used for purposes the date such options were granted by the Company’s board of GAAP) excluding for purposes directors (or a committee thereof), and the Company has not incurred any liability or obligation to withhold taxes under Section 409A of the Code upon the vesting of any Company Options, nor would the vesting or settlement of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could awards reasonably be expected to result in a Material Adverse Effectviolation of Section 409A of the Code. (g) There is no agreement, plan, arrangement or other contract covering any current or former employee or other service provider of the Company or any Subsidiary that, considered individually or considered collectively with any other such agreements, plans, arrangements or other contracts, will, or could reasonably be expected to, as a result of the transactions and agreements contemplated hereby (whether alone or upon the occurrence of any additional or subsequent events), give rise directly or indirectly to the payment of any amount that could reasonably be characterized as a “parachute payment” within the meaning of Section 280G of the Code.

Employee Benefit Plans. A. CompanyBorrower, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would where the failure to perform such obligations could not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received is so qualified, or, to the extent it is not so qualified by reason of a favorable determination letter from form defect, the remedial amendment period under Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing Code Section 401(b) within which to correct a disqualifying provision has occurred subsequent not yet expired, or to the issuance of extent it is not qualified for reasons other than form defects, such determination letter which would reasonably defects can be expected to cause such Employee Benefit Plan to lose its qualified statuscorrected without a Material Adverse Effect. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lienoccur. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawexcept as set forth in SCHEDULE 5.11 annexed hereto, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of CompanyBorrower or, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse EffectSubsidiaries. D. As of the most recent valuation date for any Pension Plan, (i) the amount excess of unfunded (a) the actuarial present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Pension Plan for purposes of Section 412 of the Internal Revenue Code or Section 302 of ERISA) of benefit liabilities (as defined in Section 4001(a)(184001(a)(16) of ERISA) over (b) the fair market value of the assets of such Pension Plan (the "UNFUNDED BENEFIT LIABILITY"), individually or in the aggregate for all Pension Plans to which Borrower or any of its Subsidiaries have ever contributed, and (determined based on assumptions used ii) the potential liability that Borrower and its Subsidiaries could reasonably be expected to incur as the result of the Unfunded Benefit Liabilities, individually or in the aggregate, for purposes all Pension Plans to which neither Borrower nor 84 any of GAAP) its Subsidiaries has ever contributed, excluding for purposes of such computation computations any Pension Plans with respect to which assets exceed benefit liabilities, do not exceed $2,000,000. E. As of the most recent valuation date of each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries of any of their ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregate with such potential liability for complete withdrawal for all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect$2,000,000.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of (a) Section 4980B 3.16 of the Internal Revenue Code Disclosure Schedule lists (i) all material Benefit Plans currently maintained or contributed to by the Company or a Subsidiary thereof, and Title IV (ii) all material Multiemployer Plans. Copies of ERISAall material written Benefit Plans, each of their respective ERISA Affiliates are in compliance with and all applicable provisions and requirements of ERISA or applicable Law summary plan descriptions, trust agreements, actuarial valuation reports and the regulations most recent annual return and published interpretations thereunder with respect IRS determination letters related to Benefit Plans have been made available to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except New Investor. (b) Except as would not reasonably be expected to cause have, individually or in the aggregate, a Material Adverse Effect: (i) each Benefit Plan has at all times been maintained and administered in all respects in accordance with its terms and with the requirements of all applicable law, including ERISA and the Code. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has been determined by the IRS to be qualified under Section 401(a) of the Code, and the Company knows of no fact or circumstance giving rise to a material likelihood that the IRS would revoke such determination; (ii) all required contributions to any Benefit Plans and Multiemployer Plans that are "defined benefit pension plans" required to be made by the Company or any Subsidiary in accordance Section 302 of ERISA or Section 412 of the Code within the last six years, have been timely made; within the last six years there has been no application for or waiver of the minimum funding standards imposed by Section 412 of the Code with respect to any Benefit Plan; and within the last six years no Benefit Plan has incurred any "accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code; (iii) no "reportable event" which is subject to Section 4043 of ERISA and for which the requirement of notice has not been waived by regulation by the PBGC has occurred with respect to any Benefit Plan or any single employer plan (within the meaning of Section 4001(a)(15) of ERISA) maintained by an ERISA Affiliate within the last six years; (iv) no liability has been incurred or is expected to be incurred by the Company or any Subsidiary thereof under Title IV of ERISA (other than PBGC premiums) with respect to any Benefit Plan or Multiemployer Plan, or, to the Company's knowledge, with respect to any other Plan presently or heretofore maintained or contributed to during the 5 year period prior to the Closing Date by any ERISA Affiliate; (v) with respect to each Multiemployer Plan, (i) no withdrawal liability (within the meaning of Section 4201(b) of ERISA) has been incurred by the Company or any ERISA Affiliate, and the Company has no reason to believe that any such withdrawal liability will be incurred, (ii) no such Multiemployer Plan is in "reorganization" (within the meaning of Section 4241 of ERISA), (iii) no notice has been received that increased contributions may be required to avoid a favorable determination letter from reduction in plan benefits or the Internal Revenue Service indicating imposition of an excise tax, or that such Employee Multiemployer Plan is or may become "insolvent" (within the meaning of Section 4241 of ERISA), (iv) to the knowledge of the Company, no proceedings have been instituted by the PBGC against such Multiemployer Plan, (v) neither the Company nor any Subsidiary thereof has sold assets in a transaction intended to satisfy the requirements of Section 4204 of ERISA, and (vi) if the Company or any ERISA Affiliate were to have a complete or partial withdrawal under Section 4203 of ERISA as of the Closing Date, no withdrawal liability would exist on the part of the Company or any ERISA Affiliate; (vi) neither the Company nor, to the Company's knowledge, any ERISA Affiliate has incurred any liability for any tax imposed under Sections 4971 through 4980E of the Code or civil liability under Section 502(i) or (l) of ERISA; (vii) no Tax has been incurred under Section 511 of the Code with respect to any Benefit Plan is so qualified and nothing (or trust or other funding vehicle pursuant thereto); and (viii) no action (excluding claims for benefits incurred in the ordinary course of Plan activities) has occurred subsequent been brought or, to the issuance knowledge of such determination letter which would the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company or any Subsidiary thereof that could reasonably be expected to cause give rise to any such Employee Benefit Plan to lose its qualified statusaction. B. No ERISA Event has occurred or is reasonably expected to occur which (c) Except as would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)not, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities)aggregate, does not exceed an amount which, if payable, could be reasonably be expected to result in have a Material Adverse Effect, (i) all contributions required to be made by the Company or any Subsidiary with respect to a Foreign Plan have been timely made, (ii) each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws and has been maintained, where required, in good standing with the applicable Governmental Authority, and (iii) neither the Company nor any Subsidiary has incurred any obligation in connection with the termination or withdrawal from any Foreign Plan. Section 3.16 of the Disclosure Schedule lists all material Foreign Plans that are defined benefit pension plans. Copies of the actuarial valuation reports or FAS 87 reports for such plans have been made available to the New Investor. For purposes hereof, the term "FOREIGN PLAN" shall mean any plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, the Company or any Subsidiary with respect to employees (or former employees) employed outside the United States.

Employee Benefit Plans. A. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true, complete and correct list of all Benefit Plans. The Benefit Plans are in compliance in all material respects with the requirements of all applicable Laws and each Benefit Plan has been operated, maintained and administered in material compliance with its terms. There are no pending, nor, to the Company’s Knowledge, each has the Company or any of its Subsidiaries andreceived written notice of any threatened, solely for purposes of Section 4980B Actions or Proceedings, against or otherwise involving any of the Internal Revenue Code Benefit Plans and Title IV their assets (other than routine claims for benefits). (b) (i) Any U.S. Benefit Plan intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS regarding its qualification and no Benefit Plan has been amended since the effective date of its most recent determination letter prior to the end of its remedial amendment period, in any respect that would result in its disqualification, (ii) any U.S. Benefit Plan providing for health and welfare benefits is fully insured, (iii) no reportable event (as defined in Section 4043(c) of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA ) has occurred or applicable Law and the regulations and published interpretations thereunder is expected to occur with respect to each Employee any U.S. Benefit Plan, (iv) no condition exists that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any ERISA Affiliate, to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws, rules and have performed all their obligations under each Employee Benefit Planregulations, or (v) except as would not reasonably be expected to cause result, individually or in the aggregate, in a Company Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify , neither the Company nor any Subsidiary of the Company has incurred any liability or penalty under Section 401(a4975 of the Code or Section 502(i) of ERISA with respect to any U.S. Benefit Plan, or has engaged in a “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA and not otherwise exempt under Section 408 of ERISA). Except as set forth on Section 4.15(b) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Company Disclosure Letter, no Benefit Plan exists that, as a result of the consummation of the Transactions (whether alone or in connection with any subsequent event(s)), (i) could result in severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, or (ii) accelerate the time of payment or vesting or result in any payment of compensation or benefits under, or increase the amount payable pursuant to, any of the Benefit Plans, other than with respect to vesting of Options and restricted Company Common Stock contemplated by this Agreement. (c) Except as set forth in Section 4.15(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any Affiliate of the Company maintains or is so qualified and nothing has occurred subsequent required to the issuance of such determination letter which would reasonably be expected contribute to cause such Employee Benefit any Foreign Pension Plan to lose its qualified statuswhich the Company would have any material liability. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. (d) Except to the extent as required under Section 4980B of the Internal Revenue Code or otherwise required by lawother applicable Law, no Employee Benefit Plan provides health or welfare benefits (through neither the purchase of insurance or otherwise) for any retired or former employee of Company, Company nor any of its Subsidiaries has any obligation to provide post-retirement or post-termination of employment, health or life benefits to current or former employees. (e) The Company has made available to Parent and Merger Subsidiary true and complete copies of the Benefit Plans in locations in which the Company or its Subsidiaries have more than 100 employees, together with all amendments thereto, and to the extent applicable (i) all current summary plan descriptions or other written communications concerning the extent of benefits provided under a Benefit Plan, (ii) the annual report on Internal Revenue Service Form 5500-series, including any attachments thereto, for each of the last three plan years; (iii) the most recent accountant’s report, if any, (iv) the most recent Internal Revenue Service determination letter, (v) the most recent actuarial report and audited financial reports, and (vi) any related trust agreement or other funding instrument. (f) No Benefit Plan is subject to Title IV of ERISA and neither the Company nor its Subsidiaries has any liability under such Benefit Plan that remains unsatisfied. (g) Except as disclosed in Section 4.15(g) of the Company Disclosure Letter, neither the Benefit Plans nor any other arrangement obligates the Company or any of their respective ERISA Affiliates its Subsidiaries to pay any material separation, severance, termination or similar benefit, accelerate any vesting schedule, or alter the liability for which would cause timing of any benefit payment, in whole or in part, as a Material Adverse Effect. D. As result of the most recent valuation date for any Pension PlanTransactions or, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually whole or in part, as a result of a change in control or ownership within the aggregate for all Pension Plans meaning of any Benefit Plan (determined based on assumptions used for purposes or any other arrangement) or Section 280G of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effectthe Code.

Employee Benefit Plans. A. Company, (a) The Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in material compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans. Each Employee Benefit Plan complies in all material respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planmaterial respects, except as would not reasonably be expected to cause a Material Adverse Effectwith all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to prevent, or cause the loss of, such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which would result occur. No Pension Plan has any Unfunded Pension Liability. Within the last six years, no Pension Plan has been terminated, whether or not in a liability “standard termination” as that term is used in excess Section 4041 of $1,000,000 ERISA, nor has any Pension Plan (determined at any time within the last six years) with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or is any of their respective ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably likely be expected to result in in, a LienMaterial Adverse Effect. C. (c) Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawCode, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any Company or any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse EffectAffiliates. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) Section 3.14(a) of the Company Disclosure Letter lists all Company Benefit Plans. With respect to each Company Benefit Plan, each the Company has made available to Parent correct and complete copies of its Subsidiaries the governing plan documents and, solely for purposes where applicable, (i) documents governing any related trust or other funding vehicle, (ii) the summary plan description including any summary of material modifications currently in effect, (iii) the most recent IRS Form 5500 filing, (iv) the most recent annual audited financial statement, and (v) the most recent IRS determination or opinion letter. (b) No Company Benefit Plan is subject to either Section 4980B 412 of the Internal Revenue Code and or Title IV of ERISA and, in the six years preceding the date hereof, neither the Company nor any ERISA Affiliate has sponsored, maintained or contributed to, or had any obligation to sponsor, maintain or contribute to, any employee benefit plan subject to Title IV of ERISA, each . No Company Benefit Plan is a “multiemployer plan” within the meaning of their respective the Code or Section 3(37) of ERISA Affiliates are and neither the Company nor any ERISA Affiliate has contributed to or been obligated to contribute to a multiemployer plan. No Company Benefit Plan is a multiple employer plan. No Company Benefit Plan provides directly or indirectly for health benefits for any person after termination of employment by the Company or an ERISA affiliate except for limited continuation of benefits as required by applicable Law. (c) Each Company Benefit Plan has been maintained and administered in compliance with all applicable provisions and requirements of ERISA or applicable Law its terms and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planprovisions of applicable Laws, except as where the failure to comply would not reasonably be expected to cause not, individually or in the aggregate, result in a Company Material Adverse Effect. All material contributions, premium and benefit payments required to be made under or in connection with each Company Benefit Plan through the date hereof have been made or properly accrued. Each Employee Company Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing no event has occurred subsequent to since the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As date of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually determination or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of opinion letter relating to such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could Company Benefit Plan that would reasonably be expected to result in the revocation of the qualified status of such Company Benefit Plan. (d) Except as contemplated by this Agreement or as set forth in Section 3.14(d) of the Company Disclosure Letter, there are no agreements or arrangements pursuant to which, as a Material Adverse Effectresult of the consummation of the transactions contemplated by this Agreement, any current or former Company Employee would be entitled to receive any bonus, change in control, retention or similar benefit (including acceleration of vesting, exercise or timing of payment of an incentive award or any other form of compensation), and neither the Company nor any Company Subsidiary has made or is obligated to make any payment that is not deductible under Section 280G of the Code or subject to excise tax under Section 4999 of the Code. (e) There are no pending or, to the Knowledge of the Company, threatened claims (other than routine claims for benefits), and no pending or, to the Knowledge of the Company, threatened litigation or regulatory proceedings with respect to any Company Benefit Plans. (f) To the Knowledge of the Company, no compensation paid or required to be paid under any Company Benefit Plan is or will be subject to additional tax under Section 409A(1)(B) of the Code, and all equity compensation awards issued by the Company have been made, accounted for, reported and disclosed in accordance with applicable law, accounting rules and stock exchange requirements.

Employee Benefit Plans. A. Company(a) Company has listed in Part 2.12 of the Company Disclosure Letter all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, each as amended ( ERISA")) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar employee benefit plans, written or otherwise, for the benefit of, or relating to, any current or former employee of its Subsidiaries and, solely for purposes Company or any trade or business (whether or not incorporated) which is a member or which is under common control with Company (an "ERISA Affiliate") within the meaning of Section 4980B 414 of the Internal Revenue Code Code, or any Subsidiary of Company and all unexpired severance agreements with respect to any officer of the Company or any of its Subsidiaries who is subject tot Section 16 of the Exchange Act. (together, the "Company Employee Plans"). (b) With respect to each Company Employee Plan, Company has made available to Parent, a true and correct copy of (i) the most recent annual report (Form 5500) filed with the IRS, (ii) such Company Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Company Employee Plan and (iv) the most recent actuarial report or valuation relating to a Company Employee Plan subject to Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with . (c) With respect to each the Company Employee Benefit PlanPlans, individually and in the aggregate, no event has occurred, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance knowledge of such determination letter Company, there exists no condition or set of circumstances in connection with which would reasonably Company could be expected subject to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a any liability in excess of $1,000,000 or that is reasonably likely to result in have a Lien. C. Except Material Adverse Effect to the extent required Company under Section 4980B of ERISA, the Internal Revenue Code or any other applicable law. (d) With respect to the Company Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise required by lawproperly footnoted in accordance with generally accepted accounting principles, no Employee Benefit Plan provides health or welfare benefits (through on the purchase of insurance or otherwise) for any retired or former employee financial statements of Company, which obligations are reasonably likely to have a Material Adverse Effect to Company. (e) Except as expressly contemplated by this Agreement, neither the Company nor any of its Subsidiaries is a party to any oral or written: (i) agreement with any officer of Company or any of its Subsidiaries providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof and for the payment of compensation in excess of $200,000 per annum; (ii) agreement with any executive officer or other employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries or any of their respective ERISA Affiliates the liability other transactions contemplated by this Agreement or any ancillary agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, except as required by applicable law; or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which would cause a Material Adverse Effectwill be increased, or the vesting of benefits of which will be accelerated, by the transaction contemplated by this Agreement or any ancillary agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any ancillary agreement. D. As of the most recent valuation date for any Pension Plan(f) Except, the amount of unfunded benefit liabilities (in each case, as defined in Section 4001(a)(18) of ERISA)would not, individually or in the aggregate for aggregate, have a Material Adverse Effect on the Company, Company and each of its subsidiaries: (i) is in compliance in all Pension Plans (determined based on assumptions used for purposes material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of GAAP) excluding for purposes of such computation any Pension Plans employment and wages and hours, in each case, with respect to which Company Employees; and (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Company Employees; (g) None of the Company and its Subsidiaries is bound by or subject to (and none of its assets exceed benefit liabilities)or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees representatives or agents of the Company. No work stoppage or labor strike against Company is pending, threatened or reasonably anticipated. Company does not exceed an amount know of any activities or proceedings of any labor union to organize any Company Employees. There are no actions, suits, claims, labor disputes or grievances pending, or, to the knowledge of Company, threatened relating to any labor, safety or discrimination matters involving any Company Employee, including charges of unfair labor practices or discrimination complaints, which, if payableadversely determined, could reasonably be expected to would, individually or in the aggregate, result in a any Material Adverse EffectEffect to Company. Neither Company nor any of its subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Company is not presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Company Employees and no collective bargaining agreement is being negotiated by Company. (h) Each Company International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such Company International Employee Plan. No Company International Employee Plan has material unfunded liabilities that, as of the Effective Time, will not be offset by insurance or that are not fully accrued on the Company balance sheet. Except as required by law, no condition exists that would prevent the Company or any subsidiary from terminating or amending any Company International Employee Plan at any time for any reason in accordance with the terms of each such Company International Employee Plan (other than expenses typically incurred in a termination event). "Company International Employee Plan" shall mean each Company Employee Plan that has been adopted or maintained by the Company or any Subsidiary, whether informally or formally, for the benefit of Company Employees outside the United States.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, except as would to the extent that the failure to comply therewith could not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which except as would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statushave a Material Adverse Effect. B. No ERISA Event has occurred or is reasonably expected to occur which would result (i) other than in a liability in excess of $1,000,000 connection with the Bankruptcy Case or is (ii) that could reasonably likely be expected to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. C. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does could not exceed an amount which, if payable, could reasonably be expected to result in have a Material Adverse Effect. D. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to have a Material Adverse Effect. E. As of the date hereof, Company and its Subsidiaries have made full payment when due of all required contributions to any Foreign Plan, except to the extent the failure to make such contributions could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code Each Employee Benefit Plan is and Title IV of ERISA, each of their respective ERISA Affiliates are at all times has been in compliance with all applicable provisions Laws (including ERISA), except which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent the consummation of the Merger by the Outside Date. The Company is not contributing to, and requirements has not contributed to, any multiemployer plan, as defined in ERISA Section 3(37)(A). Any Employee Benefit Plan that has been terminated was done so in full compliance with all applicable Laws, and there is no basis for further liability or obligation of ERISA or applicable Law and the regulations and published interpretations thereunder Company with respect to each any such Employee Benefit PlanPlans, except which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent the consummation of the Merger by the Outside Date. Except as required by Internal Revenue Code Section 4980B and ERISA Section 602, no Employee Benefit Plan provides or has any obligation to provide (or contribute to the cost of) post-retirement welfare benefits with respect to current or former employees of the Company, including without limitation, post-retirement medical, dental, life insurance, severance or any similar benefit, whether provided on an insured or self-insured basis, except which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent the consummation of the Merger by the Outside Date. The Company has performed all of its obligations under all Employee Benefit Plans, and have performed has made appropriate entries in its financial records and statements for all their obligations and liabilities under each Employee Benefit Plan, except as which, individually or in the aggregate, would not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) Effect on the Company or prevent the consummation of the Internal Revenue Code has received a favorable determination letter from Merger by the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusOutside Date. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code Company Plan and Title IV of ERISA, each of their respective ERISA Affiliates are Multiemployer Plan is in compliance with all the applicable provisions and requirements of ERISA or applicable Law and the regulations Code; (ii) no Reportable Event has occurred during the past six years (or is reasonably likely to occur); (iii) no Company Plan has any Unfunded Pension Liability with respect to any Company Plans; (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) none of the Company Group Members has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA and published interpretations thereunder Section 4975 of the Code) in connection with any employee pension benefit plan (as defined in Section 3(2) of ERISA) that would subject any of the Company Group Members to Tax; (vi) no employee welfare plan (as defined in Section 3(1) of ERISA) maintained or contributed to by any of the Company Group Members provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA); and (vii) none of the Company Group Members or any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability. (b) Except as set forth in Section 4.18 of the Company Disclosure Schedules, with respect to each Employee scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by the Company or any of the other Company Group Members that is not subject to United States Law (a “Foreign Benefit Plan”), each Foreign Benefit Plan is in compliance in all material respects with the provisions of the applicable law or terms of the applicable Foreign Government Scheme or Arrangement and have performed all their obligations under no Event has occurred or is reasonably expected to occur with respect to such Foreign Government Scheme or Arrangement that would reasonably be expected to result in material adverse liability to the Company or any ERISA Affiliate. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no pending, or to the Knowledge of the Company Group Members, threatened claims, sanctions, actions or lawsuits, asserted or instituted against any Company Plan or any Person as fiduciary or sponsor of any Company Plan, in each Employee Benefit Plancase other than claims for benefits in the normal course. (d) Within the last six years, no Company Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041(b)(1) of ERISA, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)have, individually or in the aggregate for all aggregate, a Material Adverse Effect nor has any Company Plan with Unfunded Pension Plans Liabilities been transferred outside of the “controlled group” (determined based on assumptions used for purposes within the meaning of GAAPSection 4001(a)(14) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilitiesERISA), does . (e) Except as would not exceed an amount which, if payable, could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect, all compensation and benefit arrangements of the Company Group Members comply and have complied in both form and operation with their terms and all applicable Laws and legal requirements. (f) None of the Company Group Members has any obligation to provide any individual with a “gross up” or similar payment, or otherwise indemnify any such individual, in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will, directly or indirectly, result in (i) any payment (whether in cash, property or the vesting of property), benefit or other right becoming due to any current or former employee, officer, director or independent contractor, (ii) the acceleration of the time of payment, funding or vesting of, or an increase in the amount of, any compensation, benefits or other rights under any Company Plan or otherwise, or (iii) an obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Company Plan or other compensation or benefit arrangement. (h) All liabilities (including all employer contributions and payments required to have been made by any of the Company Group Members) under or with respect to any compensation or benefit arrangement of any of the Company Group Members have been properly accounted for in the Company’s financial statements in accordance with GAAP. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the Company Group Members has complied and is currently in compliance with all Laws and legal requirements in respect of personnel, employment and employment practices; (ii) all service providers of each of the Company Group Members are correctly classified as employees, independent contractors, or otherwise for all purposes (including any applicable tax and employment policies or Law); and (iii) the Company Group Members have not and are not engaged in any unfair labor practice.

Employee Benefit Plans. A. CompanyEach Loan Party, each ERISA Affiliate and Employee Benefit Plan is in compliance, and will continue to remain in compliance, in all material respects with all applicable provisions of its Subsidiaries andERISA, solely the IRC and all other applicable laws and the regulations and interpretations thereof with respect to all Employee Benefit Plans. No material liability has been incurred or will be incurred by any Loan Party or any ERISA Affiliate which remains unsatisfied for purposes any funding obligation, taxes or penalties with respect to any Employee Benefit Plan. Each Loan Party and each ERISA Affiliate has made and shall continue to make all contributions required to be made by such Person to each Employee Benefit Plan when due. No Loan Party or ERISA Affiliate shall establish any new Employee Benefit Plan or amend any existing Employee Benefit Plan if the liability (contingent or otherwise) or increased liability (contingent or otherwise) resulting from such establishment or amendment could be material. No prohibited transaction (within the meaning of Section 4980B 406 of ERISA or Section 4975 of the Internal Revenue Code IRC) has occurred with respect to any Employee Benefit Plan (other than a Multiemployer Plan) subject to Part 4 of Subtitle B of Title I of ERISA which could result in material liabilities to any Loan Party. No Termination Event has occurred, is planned or is reasonably expected to occur, and no condition or event currently exists or is expected to occur that could result in any such Termination Event. Except as set forth in Schedule 4.11, no Employee Benefit Plan has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the IRC), whether or not waived. No Pension Benefit Plan has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the IRC), whether or not waived. The aggregate "projected benefit obligations" (within the meaning of Statement of Financial Accounting Standards 87) under all Pension Benefit Plans (other than Multiemployer Plans) do not exceed the aggregate fair market value of the assets of such Pension Benefit Plans by more than $250,000, in each case as of the latest actuarial valuation date for such Pension Benefit Plans (determined in accordance with the same actuarial assumptions and methods as those used by the Pension Benefit Plans' actuary in its valuation of such Pension Benefit Plans as of such valuation date). No Loan Party or ERISA Affiliate has any contingent liabilities with respect to any post-retirement benefits under any employee welfare benefit plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA or disclosed on Schedule 4.11. No Loan Party nor any ERISA Affiliate has incurred, or is reasonably expected to incur any material withdrawal liability (within the meaning given such term under Part I of Subtitle E of Title IV of ERISA) to any Multiemployer Plan. No Loan Party or any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization or has been terminated, partitioned or reorganized within the meaning of Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Planand, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance best of such determination letter which would reasonably be expected to cause such Employee Benefit each Loan Party's knowledge, no Multiemployer Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result be in a liability in excess reorganization or to be terminated, partitioned or reorganized within the meaning of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) Title IV of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. CompanyBorrower, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are Affiliate is in compliance with all applicable provisions of ERISA, the Internal Revenue Code and requirements of ERISA other applicable federal, state or applicable Law and the regulations and published interpretations thereunder foreign law with respect to each Employee Benefit Plan, and have has performed all their of its obligations under each Employee Benefit Plan, except as would to the extent that failure to comply, individually or in the aggregate, could not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Borrower, each of its Subsidiaries and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Internal Revenue Code, except to the extent that is intended a failure to qualify under do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver or an extension of any amortization period pursuant to Section 401(a) 412 of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent been made with respect to any Plan. B. There are no pending or, to the issuance best knowledge of such determination letter which would Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan which, individually or in the aggregate, have resulted or could reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusresult in a Material Adverse Effect. B. (i) No ERISA Event has occurred or is reasonably expected to occur which would result occur; (ii) no Pension Plan has any Unfunded Pension Liability in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)which, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does could reasonably be expected to have a Material Adverse Effect if such Pension Plan or Pension Plans were then terminated, unless such Pension Plan is not exceed an amount whichreasonably likely to be terminated; and (iii) neither Borrower nor any of its Subsidiaries nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA that, if payableindividually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Each employee benefit plan (as defined in Section 4980B of the Internal Revenue Code and Title IV 3(3) of ERISA, each of their respective ERISA Affiliates are ) maintained or sponsored by the Company or any Subsidiary complies in compliance all material respects with all applicable provisions and requirements of ERISA or applicable Law law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (i) as would could not reasonably be expected to cause have a Material Adverse EffectEffect or (ii) for any failure to so comply that exists on the Closing Date. Each Employee Benefit From and after the Closing Date, (i) no steps have been taken to terminate any Plan that is intended and no contribution failure has occurred with respect to qualify any Plan sufficient to give rise to a lien under Section 401(a303(k) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA ERISA, (ii) no Reportable Event has occurred or is reasonably expected with respect to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, (iii) no determination has been made that any Plan is in “at risk” status (within the amount meaning of unfunded benefit liabilities (as defined in Section 4001(a)(18) 303 of ERISA) and (iv) neither the Company nor any ERISA Affiliate has either withdrawn or instituted steps to withdraw from any Multiemployer Plan, except in any such case specified in clause (i), (ii), (iii) and (iv) above, for actions which (A) individually or in the aggregate for all Pension Plans could not reasonably be expected to have a Material Adverse Effect or (determined based B) occurred prior to the Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, no condition exists (that did not exist on assumptions used for purposes of GAAPthe Closing Date) excluding for purposes of such computation or event or transaction has occurred after the Closing Date in connection with any Pension Plans with respect to Plan which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in the incurrence by the Company or any Subsidiary of any material liability, fine or penalty (imposed by Section 4975 of the Code or Section 502(i) of ERISA or otherwise). Except as in effect on the Closing Date, neither the Company nor any ERISA Affiliate is a member of, or contributes to, any Multiemployer Plan as to which the potential withdrawal liability based upon the most recent actuarial report could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect or as in existence on the Closing Date, neither the Company nor any Subsidiary has any contingent liability with respect to any post retirement benefit under an employee welfare benefit plan (as defined in Section 3(1) of ERISA), other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Employee Benefit Plans. A. Company(a) Section 4.9(a) of the Company Disclosure Schedule lists all Benefit Plans sponsored, each maintained or contributed by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries andhas any obligation or liability, solely including any Controlled Group Liability (the “Company Benefit Plans”). The Company has made available to Parent on the Virtual Data Room correct and complete copies of each Company Benefit Plan, and to the extent applicable: (i) the most recent determination or opinion letter received from the Internal Revenue Service, (ii) the most recent Forms 5500 and all schedules thereto, (iii) the most recent summary plan description, and (iv) each trust agreement and insurance or group annuity contract relating to such Company Benefit Plan. (b) Each Company Benefit Plan has been maintained and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto, except for purposes such non-compliance which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Any Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter from the Internal Revenue Service. Neither the Company nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides, or has any obligation to provide, post-termination health or life insurance benefits to any Person other than as mandated by Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and for which the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except beneficiary pays the entire premium cost. Except as would not reasonably be expected to cause have, individually or in the aggregate, a Company Material Adverse Effect. Each Employee Benefit Plan , there does not now exist, nor do any circumstances exist that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusresult in, any Controlled Group Liability. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to (c) Neither the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, Company nor any of its Subsidiaries has any liability under Title IV or any Section 302 of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As or Section 412 or 4971 of the most recent valuation date for Code with respect to any Pension Plan, the amount of unfunded “employee benefit liabilities plan” (as defined in Section 4001(a)(183(3) of ERISA). None of the Company Benefit Plans is, and neither the Company nor any Subsidiary has any liability or obligation under or with respect to, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), individually a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director or consultant of the aggregate for Company or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) result in any other payment becoming due or satisfy any prerequisite to any payment or benefit to any current or former employee, director or consultant of the Company, (iii) accelerate the time of funding, payment or vesting, or increase the amount of compensation due any such employee, director or consultant or (iv) increase any benefits or compensation or give rise to any liability under any Company Benefit Plan. (e) Each Company Benefit Plan has been operated in good faith compliance in all Pension Plans (determined based on assumptions used for purposes material respects with Section 409A of GAAP) excluding for purposes the Code and has since January 1, 2013 been operated in compliance in all material respects with Section 409A of such computation any Pension Plans the Code. No director, officer, employee or service provider of the Company or its Affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (f) There are no material claims, proceedings, audits, investigations, suits or actions by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) which assets exceed benefit liabilitiesare pending or, to the Company’s Knowledge, threatened. Neither the Company nor any of its Subsidiaries (nor, to the Company’s Knowledge, any other Person) has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) or a breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan. (g) No amount that could be received (whether in cash or property or the vesting of property), does as a result of the consummation of the transactions contemplated by this Agreement or otherwise, by any employee, director or consultant of the Company or its Subsidiaries (whether current, former or retired) under any Company Benefit Plan or otherwise would not exceed be deductible by reason of Section 280G of the Code or would be subject to an amount whichexcise tax under Section 4999 of the Code. (h) Neither the Company nor any of its Subsidiaries is a party to any agreement, if payablecontract, could arrangement or plan that has resulted or would reasonably be expected to result in the payment of any amount that will not fully be deductible as a Material Adverse Effectresult of Section 162(m) of the Code.

Employee Benefit Plans. A. Company(a) Copies of any material Company Employee Plan and any amendments thereto have been made available to Parent, each and copies of, to the extent applicable, any related trust or funding agreements or insurance policies, amendments thereto, prospectuses or summary plan descriptions relating thereto and the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection therewith have been made available to Parent or will be made available to Parent as soon as reasonably practicable after the date hereof. (b) No “accumulated funding deficiency,” as defined in Section 412 of the Code, has been incurred with respect to any Company Employee Plan subject to such Section 412, whether or not waived. No “reportable event,” within the meaning of Section 4043 of ERISA, other than “reportable events” that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no event described in Section 4062 or 4063 of ERISA has occurred in connection with any Company Employee Plan. Neither the Company nor any of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each nor any of their respective ERISA Affiliates are has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in compliance with all applicable provisions and requirements Sections 4069 or 4212(c) of ERISA or applicable Law and (ii) incurred, or reasonably expects to incur prior to the regulations and published interpretations thereunder Effective Time, (A) any liability under Title IV of ERISA arising in connection with respect to each the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of the Company or any of its Subsidiaries or Parent or any of its ERISA Affiliates after the Effective Time. (c) Neither the Company nor any of its Subsidiaries nor any of their respective ERISA Affiliates, nor any predecessor thereof, contributes to, or has within the past six years contributed to, any Multiemployer Plan. (d) Each Company Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that which is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service indicating that such Employee Benefit Plan Service, and the Company is so qualified and nothing has occurred subsequent to the issuance not aware of any reason why any such determination letter should be revoked or not be reissued. The Company has made available to Parent copies of the most recent Internal Revenue Service determination letters with respect to each such Company Employee Plan. Each Company Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all applicable laws, including but not limited to ERISA and the Code. No events have occurred with respect to any Company Employee Plan that could result in payment or assessment by or against the Company or any of its Subsidiaries of any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. (e) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, any Company Employee Plan which would increase materially the expense of maintaining Company Employee Plans above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2002. (f) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Company Employee Plan before any court or arbitrator or any state, federal or local governmental body, agency or official, except as would not, individually or in the aggregate, reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in have a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Company Material Adverse Effect. D. As (g) Copies of any material Company International Plan and any amendments thereto have been made available to Parent, and copies of, to the extent applicable, any related trust or funding agreements or insurance policies, amendments thereto and regulatory filings or similar documents that have been prepared therewith have been made available to Parent or will be made available to Parent as soon as reasonably practicable after the date hereof. Each Company International Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all applicable laws (including any special provisions relating to qualified plans where such Company International Plan was intended so to qualify) and has been maintained in good standing with applicable regulatory authorities. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Company International Plan that would increase materially the expense of maintaining Company International Plans above the level of expense incurred in respect thereof for the fiscal year ended December 31, 2002. With respect to Employee Plans that would otherwise constitute Company International Plans but for the proviso in the definition of “International Plan,” the Company and its Subsidiaries have complied in all material respects with their respective obligations thereunder and the requirements prescribed by any and all applicable laws. (h) Except as set forth in Section 5.22(h) of the most recent valuation date for any Pension PlanCompany Disclosure Schedule, no Company Employee Plan exists that, as a result of the amount of unfunded benefit liabilities transactions contemplated by this Agreement (as defined whether alone or in Section 4001(a)(18) of ERISAconnection with other events), could result in the payment, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes a material nature, to any present or former employee, director or independent contractor of such computation the Company or any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, of its Subsidiaries of any money or other property or could reasonably be expected to result in the acceleration or provision of any other rights or benefits, individually or in the aggregate of a Material Adverse Effectmaterial nature, to any present or former employee, director or independent contractor of the Company or any of its Subsidiaries, whether or not such payment, right or benefit would constitute a parachute payment within the meaning of Section 280G of the Code.

Employee Benefit Plans. A. (a) Section 4.9(a) of the Company Disclosure Schedule lists all material Benefit Plans sponsored, maintained or contributed to by the Company or CENG or any of their ERISA Affiliates (the “Company Benefit Plans”). (b) Each Company Benefit Plan has been maintained and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto, except for such non-compliance which would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company, each . Any Company Benefit Plan intended to be qualified under Section 401(a) or 401(k) of the Code has received a determination letter (or the prototype plan on which such Company Benefit Plan is based has received a favorable opinion letter) from the Internal Revenue Service. Neither the Company nor any of its Subsidiaries andmaintains or contributes to any plan or arrangement which provides retiree medical or welfare benefits, solely except as required by applicable Law. Except as would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company, there does not now exist, nor to the Company’s Knowledge do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would be a liability of the Company or any of its Subsidiaries following the Effective Time. (c) No Company Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, and neither the Company nor any of its ERISA Affiliates has any liability thereunder except as would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company. None of the Company Benefit Plans is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, consultant or officer of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or as required by applicable Law or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, consultant, officer or director, except as expressly provided in this Agreement. (e) Each Company Benefit Plan has been operated in good faith compliance in all material respects with Section 409A of the Code and has since January 1, 2009 been operated in compliance in all material respects with Section 409A of the Code. Except as set forth on Section 4.9(e) of the Company Disclosure Schedule, no director, officer, employee or service provider of the Company or its Affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company, there are no pending or, to the Company’s Knowledge, threatened claims with respect to any Company Benefit Plan, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for purposes benefits). (g) Except as provided in this Agreement or as required under applicable Law, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (either alone or together with any other event where such other event would not alone have an effect described in this sentence): (i) result in any material payment (including any bonus, severance, deferred compensation, forgiveness of indebtedness or golden parachute payment) becoming due to any current or former employee under any Company Benefit Plan; (ii) increase in any material respect any benefit otherwise payable under any Company Benefit Plan; (iii) result in the acceleration in any material respect of the time of payment or vesting of any such benefits under any Company Benefit Plan; (iv) result in any obligation to fund any trust or other arrangement with respect to compensation or benefits under a Company Benefit Plan; or (v) limit, in any way, Parent’s ability to amend or terminate any Company Benefit Plan. No payment or benefit which has been, will or may be made by the Company or any of its Subsidiaries with respect to any current or former employee in connection with the execution and delivery of this Agreement or the consummation of the transaction contemplated by this Agreement could result in a material amount of “excess parachute payments” within the meaning of Section 4980B 280G(b)(1) of the Code or material nondeductibility under Section 162(m) of the Code. (h) Correct and complete copies have been delivered or made available to Parent by the Company of all written Company Benefit Plans (including all amendments and attachments thereto), other than any Company Benefit Plan sponsored, maintained or contributed to by CENG or its ERISA Affiliates, all related trust documents; all material insurance Contracts or other funding arrangements to the degree applicable; the two most recent annual information filings (Form 5500) and annual financial reports for those Company Benefit Plans (where required); the most recent determination letter from the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law Service (where required); and the regulations and published interpretations thereunder most recent summary plan descriptions; if any, for those Company Benefit Plans (including, for any such Company Benefit Plan that is not embodied in a document, a written description of such Company Benefit Plan). (i) To the Company’s Knowledge, neither the Company nor any ERISA Affiliate has any liability or obligation, contingent or otherwise, with respect to each Employee Benefit PlanPlans sponsored, and have performed all their obligations under each Employee Benefit Planmaintained or contributed to by CENG, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)have, individually or in the aggregate for all Pension Plans (determined based aggregate, a material impact on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effectthe Company.

Employee Benefit Plans. A. Company(a) Section 5.9(a) of the Parent Disclosure Schedule lists all Benefit Plans sponsored, each maintained or contributed by Parent or any of its Subsidiaries, or to which Parent or any of its Subsidiaries andhas any obligation or liability, solely including any Controlled Group Liability (the “Parent Benefit Plans”). Parent has made available to the Company on the Virtual Data Room correct and complete copies of each Parent Benefit Plan, and to the extent applicable: (i) the most recent determination or opinion letter received from the Internal Revenue Service, (ii) the most recent Forms 5500 and all schedules thereto, (iii) the most recent summary plan description, and (iv) each trust agreement and insurance or group annuity contract relating to such Parent Benefit Plan. (b) Each Parent Benefit Plan has been maintained and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto, except for purposes such non-compliance which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Any Parent Benefit Plan intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter from the Internal Revenue Service. Neither Parent nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides, or has any obligation to provide, post-termination health or life insurance benefits to any Person other than as mandated by Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and for which the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except beneficiary pays the entire premium cost. Except as would not reasonably be expected to cause have, individually or in the aggregate, a Parent Material Adverse Effect. Each Employee Benefit Plan , there does not now exist, nor do any circumstances exist that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusresult in, any Controlled Group Liability. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwisec) for any retired or former employee of Company, Neither Parent nor any of its Subsidiaries has any liability under Title IV or any Section 302 of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As or Section 412 or 4971 of the most recent valuation date for Code with respect to any Pension Plan, the amount of unfunded “employee benefit liabilities plan” (as defined in Section 4001(a)(183(3) of ERISA). None of Parent Benefit Plans is, and neither Parent nor any Subsidiary has any liability or obligation under or with respect to, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), individually a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director or consultant of Parent or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) result in any other payment becoming due or satisfy any prerequisite to any payment or benefit to any current or former employee, director or consultant of Parent, (iii) accelerate the aggregate for time of funding, payment or vesting, or increase the amount of compensation due any such employee, director or consultant or (iv) increase any benefits or compensation or give rise to any liability under any Parent Benefit Plan. (e) Each Parent Benefit Plan has been operated in good faith compliance in all Pension Plans (determined based on assumptions used for purposes material respects with Section 409A of GAAP) excluding for purposes the Code and has since January 1, 2013 been operated in compliance in all material respects with Section 409A of such computation any Pension Plans the Code. No director, officer, employee or service provider of Parent or its Affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (f) There are no material claims, proceedings, audits, investigations, suits or actions by or on behalf of any Parent Benefit Plan, by any employee or beneficiary covered under any Parent Benefit Plan or otherwise involving any Parent Benefit Plan (other than routine claims for benefits) which assets exceed benefit liabilitiesare pending or, to the Parent’s Knowledge, threatened. Neither the Parent nor any of its Subsidiaries (nor, to the Parent’s Knowledge, any other Person) has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) or a breach of fiduciary duty (as determined under ERISA) with respect to any Parent Benefit Plan. (g) No amount that could be received (whether in cash or property or the vesting of property), does as a result of the consummation of the transactions contemplated by this Agreement or otherwise, by any employee, director or consultant of Parent or its Subsidiaries (whether current, former or retired) under any Parent Benefit Plan or otherwise would not exceed be deductible by reason of Section 280G of the Code or would be subject to an amount whichexcise tax under Section 4999 of the Code. (h) Neither Parent nor any of its Subsidiaries is a party to any agreement, if payablecontract, could arrangement or plan that has resulted or would reasonably be expected to result in the payment of any amount that will not fully be deductible as a Material Adverse Effectresult of Section 162(m) of the Code.

Employee Benefit Plans. A. Company(a) Section 4.9(a) of the Company Disclosure Schedule lists all material Benefit Plans sponsored, each maintained or contributed by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries andhas any obligation or liability, solely including any Controlled Group Liability (the “Company Benefit Plans”). The Company has provided to or made available to Parent correct and complete copies of each Company Benefit Plan, and to the extent applicable: (i) the most recent determination or opinion letter received from the Internal Revenue Service, (ii) the most recent Forms 5500 and all schedules thereto, (iii) the most recent summary plan description, and (d) each trust agreement and insurance or group annuity contract relating to such Company Benefit Plan. (b) Each Company Benefit Plan has been maintained and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto, except for purposes such non-compliance which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Any Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter from the Internal Revenue Service. Neither the Company nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides, or has any obligation to provide, post-termination health or life insurance benefits to any Person other than as mandated by Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and for which the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except beneficiary pays the entire premium cost. Except as would not reasonably be expected to cause have, individually or in the aggregate, a Company Material Adverse Effect. Each Employee Benefit Plan , there does not now exist, nor do any circumstances exist that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusresult in, any Controlled Group Liability. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to (c) Neither the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, Company nor any of its Subsidiaries has any liability under Title IV or any Section 302 of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As or Section 412 or 4971 of the most recent valuation date for Code with respect to any Pension Plan, the amount of unfunded “employee benefit liabilities plan” (as defined in Section 4001(a)(183(3) of ERISA). None of the Company Benefit Plans is, and neither the Company nor any Subsidiary has any liability or obligation under or with respect to, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director or consultant of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) result in any other payment becoming due or satisfy any prerequisite to any payment or benefit to any current or former employee, director or consultant of the Company, (iii) accelerate the time of funding, payment or vesting, or increase the amount of compensation due any such employee, director or consultant or (iv) increase any benefits or compensation or give rise to any liability under any Company Benefit Plan. (e) Each Company Benefit Plan has been operated in good faith compliance in all material respects with Section 409A of the Code and has since January 1, 2009 been operated in compliance in all material respects with Section 409A of the Code. No director, officer, employee or service provider of the Company or its Affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (f) Except as would not reasonably be expected to have, individually or in the aggregate aggregate, a Company Material Adverse Effect, (i) there are no pending or, to the Company’s Knowledge, threatened claims, proceedings, audits, investigations, suits or actions by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for all Pension Plans benefits), and (ii) neither the Company nor any of its Subsidiaries (nor, to the Company’s Knowledge, any other Person) has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) or a breach of fiduciary duty (as determined based on assumptions used for purposes of GAAPunder ERISA) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilitiesany Company Benefit Plan. (g) No amount that could be received (whether in cash or property or the vesting of property), does as a result of the consummation of the transactions contemplated by this Agreement or otherwise, by any employee, director or consultant of the Company or its Subsidiaries (whether current, former or retired) under any Company Benefit Plan or otherwise would not exceed be deductible by reason of Section 280G of the Code or would be subject to an amount whichexcise tax under Section 4999 of the Code. (h) Neither the Company nor any of its Subsidiaries is a party to any agreement, if payablecontract, could arrangement or plan that has resulted or would reasonably be expected to result in the payment of any amount that will not fully be deductible as a Material Adverse Effectresult of Section 162(m) of the Code.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (a) Except as would not reasonably be expected expected, individually or in the aggregate, to cause have a Material Adverse Effect. Each Employee Benefit : (i) each Plan that is intended in compliance with the applicable provisions of ERISA and the Code; (ii) no Reportable Event has occurred during the past five years as to qualify under Section 401(awhich Parent, any Subsidiary or any ERISA Affiliate was required to file a report with the PBGC; (iii) as of the Internal Revenue Code most recent valuation date preceding the date of this Agreement, no Plan has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No any Unfunded Pension Liability; (iv) no ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess occur; (v) none of $1,000,000 Parent, any Subsidiary or any ERISA Affiliate (A) has received any written notification that any Multiemployer Plan is insolvent or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be insolvent or to be terminated or (B) has incurred or is reasonably likely expected to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits incur any Withdrawal Liability; and (through the purchase of insurance or otherwisevi) for any retired or former employee of Company, neither Parent nor any of its Subsidiaries has engaged in a “prohibited transaction” (as defined in Section 406 of ERISA or Code Section 4975) in connection with any employee pension benefit plan (as defined in Section 3(2) of ERISA) that would subject Parent or any of their respective ERISA Affiliates its Subsidiaries to tax. (b) Each of Parent and its Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed by the liability laws of a jurisdiction other than the United States and (ii) with the terms of any such plan, except, in each case, for which such noncompliance that would cause not reasonably be expected to have a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (c) Except as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does would not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect, there are no pending or, to the knowledge of Parent, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any person as fiduciary or sponsor of any Plan that would reasonably be expected to result in liability to Parent or any of its Subsidiaries.

Employee Benefit Plans. A. Company(a) Except for such noncompliance as could not reasonably be expected to result in a loss to the Companies, individually or in the aggregate, in excess of $3,000,000: (i) the Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to all Employee Benefit Plans; and (ii) each Employee Benefit PlanPlan complies in all respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planrespects, except with all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. Except as would could not reasonably be expected to cause result in a Material Adverse Effect. Each , each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and nothing has occurred subsequent to the issuance of such determination letter which would prevent, or cause the loss of, such qualification. (b) No ERISA Event that could reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event have a Material Adverse Effect has occurred or is reasonably expected to occur which occur. Except as would not reasonably be expected to have a Material Adverse Effect, no Pension Plan has any Unfunded Pension Liability and,. within the six-year period prior to the date hereof, no Pension Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA. Except as could not reasonably be expected to result in a liability loss to the Companies, individually or in the aggregate, in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to 3,000,000, no Pension Plan (determined at any time within the extent required under Section 4980B last six years) with an Unfunded Pension Liability been transferred outside of the Internal Revenue Code “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of their respective its ERISA Affiliates to all Multiemployer Plans in the liability for which would cause event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. D. As of (c) Except for such noncompliance as could not reasonably be expected to result in a loss to the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)Companies, individually or in the aggregate for aggregate, in excess of $3,000,000, to the extent applicable, each Foreign Plan has been maintained in material compliance with its terms and with the requirements of all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities in all material respects. No Company has incurred any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, obligation that could reasonably be expected to result in a Material Adverse EffectEffect in connection with the termination of or withdrawal from any Foreign Plan.

Employee Benefit Plans. A. (a) Schedule 3.13(a) contains a complete and correct list of all Employee Benefit Plans. (b) Except as set forth on Schedule 3.13(b), none of the Company, each any of its Subsidiaries andor any ERISA Affiliate maintains, solely for purposes of Section 4980B of the Internal Revenue Code and contributes to or has any actual or potential liability with respect to any Multiemployer Plan or a plan that is subject to Title IV of ERISA. Neither the Company nor any of its Subsidiaries maintains, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA contributes to or applicable Law and the regulations and published interpretations thereunder has any actual or potential liability with respect to any Employee Benefit Plan that provides health or other welfare benefits to former employees of the Company or any of its Subsidiaries, other than as required by COBRA. (c) Except as set forth on Schedule 3.13(c), each Employee Benefit PlanPlan is maintained, funded and have performed administered in compliance in all their obligations under each Employee Benefit Planmaterial respects with its terms and the terms of any collective bargaining agreement and the applicable requirements of ERISA, except as would not reasonably be expected to cause a Material Adverse Effectthe Code and any other applicable laws. Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that it is so qualified and there are no facts or circumstances that would adversely affect the qualified status of any such Employee Benefit Plan. Each such Employee Benefit Plan is so qualified has been timely amended to comply with the recent tax legislation commonly known as "GUST" and nothing "EGTRRA" and has occurred subsequent been submitted to the issuance of such Internal Revenue Service for a determination or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statuson the "GUST" requirements within the "GUST" remedial amendment period. B. (d) No liability under Title IV of ERISA Event has occurred been or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to be incurred by the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliate. (e) The Company, its Subsidiaries and any ERISA Affiliates have complied with the liability for which would cause a Material Adverse Effectrequirements of COBRA; provided that HealthScribe India Private Limited has only complied with such requirements to the extent so required under applicable law. D. As (f) None of the most recent valuation date for Company, any Pension Planof its Subsidiaries or any other Person has engaged in any transaction with respect to any Employee Benefit Plan that would subject the Company or any of its Subsidiaries to any material Tax or penalty (civil or otherwise) imposed by ERISA, the amount of unfunded benefit liabilities Code or other applicable law. To the Company's Knowledge, no fiduciary (as defined in Section 4001(a)(183(21) of ERISA) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or the investment of the assets of any Employee Benefit Plan. (g) With respect to each Employee Benefit Plan, the Company has provided to Parent and Newco true, complete and correct copies, to the extent applicable, of (i) the plan and trust documents and the most recent summary plan description, (ii) the most recent annual report (Form 5500 series), individually (iii) the most recent financial statements, and (iv) the most recent Internal Revenue Service determination letter. (h) Except as set forth on Schedule 3.13(h), the consummation of the transactions contemplated hereby will not result in an increase in or accelerate the vesting of any of the benefits available under any Employee Benefit Plan. (i) There are no pending claims (other than routine benefit claims) or lawsuits that have been asserted or threatened relating to any Employee Benefit Plan and no Employee Benefit Plan has been, in the aggregate past three years, or currently is under audit or examination by any Governmental Authority. (j) All contributions (including all employer contributions and employee salary reduction contributions) and all premium payments that are due have been made within the time periods prescribed by ERISA and the Code to each Employee Benefit Plan and all such contributions and premium payments for all Pension Plans (determined based any period ending on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does or before the Closing Date that are not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effectyet due have been made or properly accrued.

Employee Benefit Plans. A. Company(a) No Obligor or ERISA Affiliate has incurred or could be reasonably expected to incur any liability to, each or on account of, a Multiemployer Plan as a result of its Subsidiaries and, solely for purposes a violation of Section 4980B 515 of ERISA or pursuant to Section 4201, 4204 or 4212(c) of ERISA that would give rise to a Material Adverse Effect. (b) Each Employee Plan complies in form and operation with ERISA, the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all other applicable provisions laws and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planregulations, except as where such failure to comply would not reasonably be expected to cause a Material Adverse Effect. . (c) Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received been determined by the IRS to be so qualified. (d) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a favorable determination letter from Material Adverse Effect. (e) There is no litigation, arbitration, administrative proceeding or claim pending or threatened against or with respect to any Employee Plan (other than routine claims for benefits) which has or, if adversely determined, would reasonably be expected have a Material Adverse Effect. (f) Each Obligor and each ERISA Affiliate has made all material contributions to each Employee Plan and Multiemployer Plan required by law within the Internal Revenue Service indicating applicable time limits prescribed by law, the terms of that such Employee Benefit Plan is and any contract or agreement requiring contributions to that Plan. (g) No Obligor or ERISA Affiliate has ceased operations at a facility so qualified and nothing has occurred subsequent as to become subject to the issuance provisions of such determination letter Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions in each case that would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusa Material Adverse Effect. B. (h) No Obligor or ERISA Affiliate has incurred any liability to the PBGC that has not been satisfied in full. (i) No ERISA Event has occurred or is reasonably likely to occur that would reasonably be expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company, each (a) SCHEDULE 3.09(a)(i) sets forth a list of its Subsidiaries and, solely for purposes all Employee Benefit Plans currently in effect. The Seller has delivered or made available to Purchaser complete and correct copies of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each or written summaries of any unwritten material Employee Benefit Plan, except . Except as set forth on SCHEDULE 3.09(a)(ii) or as would not have or would not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health health, life insurance or other welfare benefits (through to retirees or other terminated employees of the purchase of insurance Company Group, other than continuation coverage required by COBRA. Except as set forth on SCHEDULE 3.09(a)(iii) or otherwise) for any retired as would not have or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause not reasonably be expected to have a Material Adverse Effect. D. As , each Employee Benefit Plan has been operated in accordance with its terms, ERISA, the Code, and all other Applicable Laws. There has been no "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the most recent valuation date for Code involving any Employee Benefit Plan except as would not have or would not reasonably be expected to have a Material Adverse Effect. No Employee Benefit Plan that is or was subject to Section 302 of ERISA or Section 412 of the Code has incurred an accumulated funding deficiency, whether or not waived except as would not have or would not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Seller, threatened investigations or claims by the IRS, Department of Labor, Pension Plan, Benefit Guaranty Corporation or any other governmental agency or any individual relating to any of the amount of unfunded benefit liabilities Employee Benefit Plans. Neither the Seller nor any ERISA Affiliate is required to contribute to any "multiemployer plan" (as defined in Section 4001(a)(184001(a)(3) of ERISA), individually ) or has withdrawn from any multiemployer plan where such withdrawal has resulted or would result in any "withdrawal liability" (within the aggregate for all Pension Plans meaning of Section 4201 of ERISA) or "mass withdrawal liability" (determined based within the meaning of PBGC Regulation 4219.2) that has not been fully paid. Except as set forth on assumptions used for purposes of GAAPSCHEDULE 3.09(a)(iv) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does and except as would not exceed an amount which, if payable, could have or would not reasonably be expected to result in have a Material Adverse Effect, the consummation of the Transactions contemplated by this Agreement will not increase any benefits or payments or result in the acceleration or creation of any rights of any Person to benefits under any Employee Benefit Plan or agreement (including but not limited to, the acceleration of the vesting or exercisability of any stock options or the acceleration of the accrual or vesting of any benefits under any Employee Benefit Plan or agreement). Except as set forth on SCHEDULE 3.09(a)(v) or as would not have or would not reasonably be expected to have a Material Adverse Effect, no payment or benefit to be provided to any employee of the Company or any other member of the Company Group in connection with the consummation of the transactions contemplated by this Agreement is reasonably expected to constitute an "excess parachute payment" within the meaning of Section 280G of the Code.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of (a) Each Plan is in compliance in all material respects with the Internal Revenue Code and Title IV applicable provisions of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions Applicable Pension Legislation, the Code and requirements of ERISA other Federal or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effectstate laws. Each Employee Benefit Pension Plan that is intended to qualify be a qualified plan under Section §401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating to the effect that the form of such Employee Benefit Plan is so qualified under §401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under §501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower, nothing has occurred subsequent that would prevent or cause the loss of such tax-qualified status. (b) There are no pending or, to the issuance knowledge of such determination letter the Borrower, threatened claims, actions or lawsuits, or action by any governmental authority, with respect to any Plan that could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole. (c) (i) No ERISA Event has occurred that could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, and neither the Borrower nor any ERISA Affiliate has knowledge of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 material adverse effect on the business, assets or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B financial condition of the Internal Revenue Code Borrower and its Subsidiaries, taken as a whole; (ii) the Borrower and each ERISA Affiliate has met in material respects all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits obtained; (through the purchase of insurance or otherwiseiii) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As as of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities funding target attainment percentage (as defined in Section 4001(a)(18§430(d)(2) of ERISA), individually the Code) is 60% or in higher and neither the aggregate for all Pension Plans (determined based on assumptions used for purposes Borrower nor any ERISA Affiliate knows of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, facts or circumstances that could reasonably be expected to result cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a Material Adverse Effecttransaction that is reasonably likely to be subject to §4069 or §4212(c) of ERISA. (d) As of the Closing Date, neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any material unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than those listed on Schedule 5.11 hereto. (e) With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee defined benefit pension plan maintained or contributed to by the Borrower or any if its Subsidiaries that is not subject to United States (a “Foreign Plan”): 47438543.7 (i) any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices except where the failure to do so could not reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, or otherwise create a Default or Event of Default hereunder; (ii) only to the extent required by Applicable Pension Legislation, the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles and in accordance with applicable law except where any failure to do so could not reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities except where the failure to do so could not reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, or otherwise create a Default or Event of Default hereunder.

Employee Benefit Plans. A. Company(a) Except as would not reasonably be expected to result in a Material Adverse Effect, each of its Subsidiaries and, solely for purposes of Section 4980B of (i) the Internal Revenue Code Companies and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to all Employee Benefit Plans, (ii) each Employee Benefit PlanPlan complies, and have performed is operated and maintained in compliance, with its terms and all their obligations under applicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations thereunder and (iii) each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified (or an opinion letter or determination letter will be applied for during the applicable remedial amendment period) and nothing has occurred subsequent which is reasonably likely to prevent, or cause the issuance of loss of, such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which that would result in a liability in excess of $1,000,000 or is reasonably likely be expected to result in a Lien. C. Except to Material Adverse Effect. Within the extent required under Section 4980B last six years, no Pension Plan with an Unfunded Pension Liability been transferred outside of the Internal Revenue Code “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries ERISA Affiliates. The aggregate liabilities of any Company or any of their respective its ERISA Affiliates to all Multiemployer Plans in the liability for which event of a complete withdrawal therefrom have not resulted in, and would cause not reasonably be expected to result in, a Material Adverse Effect. D. As (c) There are no actions, suits or claims pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to the knowledge of the most recent valuation date for any Pension PlanLoan Party, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)threatened, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could would reasonably be expected to result in a Material Adverse Effect. (d) There is no (i) ongoing investigation by the Pensions Regulator, which may lead to the issue of a Financial Support Direction or a Contribution Notice or (ii) Financial Support Direction or Contribution Notice that has been issued, to Holdings or any Subsidiary of Holdings, imposing an aggregate liability which has or would reasonably be expected to have a Material Adverse Effect. (e) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities and rules applicable thereto, including all funding requirements (including, but not limited to, Part 3 of the Pensions Act 2004) and the respective requirements of the governing documents in relation to any such Non-U.S. Plan, (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of any Loan Party, threatened against Holdings or any Subsidiary of Holdings in respect of Non-U.S. Plans, and (iii) no Non- U.S. Plan has been terminated or wound-up and no actions or proceedings have been taken or instituted to terminate or wind-up such a Non-U.S. Plan.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (a) Except as would not reasonably be expected expected, individually or in the aggregate, to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a: (i) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit each Plan is so qualified in compliance in all material respects with the applicable provisions of ERISA and nothing the Code; (ii) no Reportable Event has occurred subsequent during the past five years as to which the issuance Borrowers, Holdings, any of such determination letter which would reasonably be expected their Subsidiaries or any ERISA Affiliate was required to cause such Employee Benefit file a report with the PBGC; (iii) no Plan to lose its qualified status. B. No has any Unfunded Pension Liability in excess of $50 million; (iv) no ERISA Event has occurred or is reasonably expected to occur which would result occur; and (v) none of the Borrowers, Holdings, the Subsidiaries and the ERISA Affiliates (A) has received any written notification that any Multiemployer Plan is in a liability reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in excess of $1,000,000 reorganization or to be terminated or (B) has incurred or is reasonably likely expected to result in a Lienincur any Withdrawal Liability to any Multiemployer Plan. C. Except (b) Each of Holdings, the Borrowers and the Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed by the extent required under Section 4980B laws of a jurisdiction other than the Internal Revenue Code United States and (ii) with the terms of any such plan, except, in each case, for such noncompliance that would not reasonably be expected, individually or otherwise required by lawin the aggregate, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause to have a Material Adverse Effect. D. As (c) From and after the Canadian Effective Date: (i) The Canadian Borrower and the Canadian Subsidiary Loan Parties are in compliance with the requirements of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually PBA and other federal or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans provincial laws with respect to which assets exceed benefit liabilities)each Foreign Plan in Canada, does except where the failure to comply would not exceed an amount which, if payable, could reasonably be expected to have a Material Adverse Effect. (ii) No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Foreign Plan. (iii) No Foreign Plan Termination Event has occurred that would be reasonably likely to have a Material Adverse Effect. (iv) Except as would not reasonably be likely to have a Material Adverse Effect (i) neither the Canadian Borrower nor any of the Canadian Subsidiary Loan Parties would have any material liability in connection with its withdrawal from a Canadian Defined Benefit Plan that is a “multi-employer pension plan,” as defined under applicable pension standards legislation, (ii) FSCO has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plans and (iii) no Lien has arisen, xxxxxx or inchoate, in respect of the Canadian Borrower, the Canadian Subsidiary Loan Parties or their Subsidiaries or their property in connection with any Foreign Plan (save for contribution amounts not yet due). (v) The Canadian Borrower has provided the Lenders with a copy of the actuarial valuation report for each Canadian Defined Benefit Plan most recently filed with the applicable Governmental Authorities. (d) No Borrower is or will be using “plan assets” (within the meaning of 29 CFR Sec. 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (a) Except as would not reasonably be expected expected, individually or in the aggregate, to cause have a Material Adverse Effect. Each Employee Benefit : (i) each Plan is in compliance with the applicable provisions of ERISA and the Code; (ii) no Reportable Event has occurred during the past five years as to which Holdings, the Borrower, any of their Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC, other than reports that is intended to qualify under Section 401(ahave been filed; (iii) as of the Internal Revenue Code most recent valuation date preceding the date of this Agreement, no Plan has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No any Unfunded Pension Liability; (iv) no ERISA Event has occurred or is reasonably expected to occur which would result occur; (v) none of Holdings, the Borrower, their Subsidiaries and the ERISA Affiliates (A) has received any written notification that any Multiemployer Plan is in a liability reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in excess of $1,000,000 reorganization or to be terminated or (B) has incurred or is reasonably likely expected to result incur any Withdrawal Liability to any Multiemployer Plan; and (vi) none of Holdings, the Borrower or their Subsidiaries has engaged in a Lien. C. Except to “prohibited transaction” (as defined in Section 406 of ERISA and Code Section 4975) in connection with any employee pension benefit plan (as defined in Section 3(2) of ERISA) that would subject Holdings, the extent required under Section 4980B of the Internal Revenue Code Borrower or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries to tax. (b) Each of Holdings, the Borrower and its Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed by the laws of a jurisdiction other than the United States and (ii) with the terms of any of their respective ERISA Affiliates the liability such plan, except, in each case, for which such noncompliance that would cause not reasonably be expected to have a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (c) Except as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does would not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect, there are no pending or, to the knowledge of the Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any person as fiduciary or sponsor of any Plan that would reasonably be expected to result in liability to Holdings, the Borrower or any of its Subsidiaries.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates (a) are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (b) have performed in all material respects all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to Company's knowledge, nothing has occurred subsequent to the issuance of such determination or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. . No liability to the PBGC (other than required premium payments) has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Affiliates. No liability to the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Affiliates except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which would result except as, individually or in the aggregate, could not reasonably be expected to have a liability Material Adverse Effect. Except as set forth in excess of $1,000,000 or is reasonably likely Schedule 4.19 to result in a Lien. C. Except the Disclosure Letter and to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawsimilar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates Affiliates. The present value of the liability aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for which would cause funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan except as could not reasonably be expected to have a Material Adverse Effect. D. . As of the most recent valuation date for any Pension Planeach Multiemployer Plan for which the actuarial report is available, the amount potential liability of unfunded benefit liabilities Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all such Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each such Multiemployer Plan and are not in material "default" (as defined in Section 4001(a)(184219(c)(5) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected payments to result in a Material Adverse EffectMultiemployer Plan.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. . Neither Company nor any of its Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Pension Plan that is subject to Title IV of ERISA (or the non-U.S. equivalent thereof) or to any Multiemployer Plan, except as set forth on Schedule 4.20. No liability to the PBGC (other than required premium payments), the U.S. Department of Labor (or the non-U.S. equivalent thereof) or the Internal Revenue Service (or the non-U.S. equivalent thereof) has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Affiliates with respect to any Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state or foreign laws, or otherwise required funded entirely by lawthe participants thereof, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the liability end of the most recent plan year on the basis of the actuarial assumptions specified for which would cause a Material Adverse Effect. D. funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date for any Pension each Multiemployer Plan, the amount potential liability of unfunded benefit liabilities Company, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA (or the non-U.S. equivalent thereof)). Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4001(a)(184219(c)(5) of ERISAERISA (or the non-U.S. equivalent thereof), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected payments to result in a Material Adverse EffectMultiemployer Plan.

Employee Benefit Plans. A. Company(a) Except to the extent the failure to comply could reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in material compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans. Each Employee Benefit Plan complies in all material respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planmaterial respects, except as would not reasonably be expected to cause a Material Adverse Effectwith all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and nothing has occurred subsequent to the issuance of such determination letter which would could reasonably be expected to prevent, or cause the loss of, such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which occur. No Pension Plan has any Unfunded Pension Liability. Except as would result in a liability in excess of $1,000,000 or is not reasonably likely be expected to result in a LienMaterial Adverse Effect| (either individually or in the aggregate), within the last six years, no Pension Plan has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA, nor has any Pension Plan (determined at any time within the last six years) with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or any of its ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to result in a Material Adverse Effect. C. (c) Except as would not reasonably be expected to result in material liability (either individually or in the aggregate), to the extent required under (i) Section 4980B of the Internal Revenue Code or otherwise required by lawapplicable state law or (ii) the terms of any employment agreement, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any Company or any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse EffectAffiliates. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) ‎Section 3.10 of the Company Disclosure Schedule sets forth, as of the date of the Agreement, a true, correct and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, Company has made available to Parent and Buyer true, correct and complete copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, the current plan document, all amendments thereto and the most recent summary or a summary plan description provided to participants. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or as disclosed in ‎Section 3.10(b)of the Company Disclosure Schedule: (i) Each Company Benefit Plan has been established, administered and maintained in accordance with its Subsidiaries andterms and in compliance with the applicable provisions of ERISA, solely for purposes the Code and all other applicable Laws and the terms of any applicable Collective Bargaining Agreement; (ii) Each Company Benefit Plan that is a “non-qualified deferred compensation plan” is in compliance (in operation and in form) with section 409A of the Code; (iii) With respect to each Company Benefit Plan, all reports, returns, notices and other documentation that are required to have been filed with or furnished to the IRS, the DOL, the PBGC, the SEC or any other Governmental Entity, or to the participants or beneficiaries of such Company Benefit Plan, have been filed or furnished on a timely basis; (iv) Each Company Benefit Plan that is intended to be qualified within the meaning of Section 4980B 401(a) of the Internal Revenue Code is so qualified and has received a favorable determination letter from the IRS to the effect that the Company Benefit Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code and there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification; (v) No Service Provider has been improperly excluded from participation in any Company Benefit Plan and the Company does not have any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer; (vi) No non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred involving any Company Benefit Plan; (vii) No fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable Laws in connection with the administration or investment of the assets of any Company Benefit Plan; and (viii) Any bonding required with respect to the Company Benefit Plans in accordance with applicable provisions of ERISA has been obtained and is in full force and effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has not incurred any current or projected liability in respect of post-employment health, medical or life insurance benefits for any Service Provider, except as may be required under COBRA, and at the expense of such Service Provider. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) no Company Benefit Plan is a defined benefit pension plan (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA or plan subject to Section 412 of the Code or Section 302 of ERISA; (ii) there is no ERISA Affiliate Liability that could reasonably be expected to be a material liability of the Company; and (iii) no event has occurred, each and to the knowledge of their respective the Company, no condition exists that presents a material risk of resulting in any ERISA Affiliate Liability that would reasonably be expected to be a material liability to the Company or any Company Subsidiary. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Company Benefit Plan is a Multiemployer Plan or Multiple Employer Plan and neither the Company nor any of its ERISA Affiliates are has at any time sponsored or contributed to, or had any obligation to sponsor or contribute to, or had any Liability or obligation in compliance with all applicable provisions and requirements of ERISA respect of, any Multiemployer Plan or applicable Law and the regulations and published interpretations thereunder with Multiple Employer Plan. (f) With respect to each Employee Benefit Plan, and have performed all their obligations under each Employee any Company Benefit Plan, except as would not reasonably be expected to cause have, individually or in the aggregate, a Company Material Adverse Effect. Each Employee , (i) no actions, liens, lawsuits, claims or complaints (other than routine claims for benefits) are pending or threatened; (ii) no facts or circumstances exist that could give rise to any such actions, liens, lawsuits, claims or complaints; (iii) no written or oral communication has been received from the PBGC in respect of any Company Benefit Plan that is intended a Title IV Plan or a Multiemployer Plan concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein; (iv) no administrative investigation, audit or other administrative proceeding by the DOL, the PBGC, the IRS or any other Governmental Entity is pending, in progress or threatened (including any routine requests for information from the PBGC); and (v) there are no audits or proceedings initiated pursuant to qualify under Section 401(athe Employee Plans Compliance Resolution System or similar proceedings pending with the IRS or DOL with respect to any Company Benefit Plan. (g) Except as disclosed in ‎Section 3.10(g) of the Internal Revenue Code has received a favorable determination letter from Company Disclosure Schedule or as otherwise provided in this Agreement, none of the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified execution and nothing has occurred subsequent to delivery of this Agreement, shareholder approval of this Agreement or the issuance consummation of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred the Transaction contemplated by this Agreement could (either alone or is reasonably expected to occur which would in combination with another event) result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B (i) any of the Internal Revenue Code following with respect to any Service Provider: (A) severance pay upon any termination of employment or otherwise required by lawservice after the date of this Agreement, no Employee or any increase thereof; (B) any payment, compensation or benefit becoming due, or any increase thereof; and (C) the acceleration of the time of payment or vesting of any payment, compensation or benefit; (ii) any other liability or obligation pursuant to any of the Company Benefit Plan provides health Plans; (iii) any limitation or welfare benefits (through restriction on the purchase of insurance or otherwise) for any retired or former employee right of Company’s ability to merge, amend or terminate any of its Subsidiaries the Company Benefit Plans; or (iv) the payment of any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for amount that could, individually or in combination with any Pension Planother payment, the amount of unfunded benefit liabilities constitute an “excess parachute payment” (as defined in Section 4001(a)(18280G(b)(1) of ERISAthe Code). As soon as reasonably practicable following the date hereof, individually the Company shall make available to Parent and Buyer the “base amount” for each “disqualified individual” and a reasonable estimate of potential “parachute payments” such person could receive (each as defined in Section 280G of the Code). Company is not party to and has no obligation, under any Company Benefit Plan or in otherwise, to compensate, gross-up or indemnify any person for Taxes, including those payable pursuant to Section 409A or 4999 of the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse EffectCode.

Employee Benefit Plans. A. CompanyNo Securitization Entity has established, each maintains, contributes to, or has any liability in respect of its Subsidiaries and(or has in the past six (6) years established, solely maintained, contributed to, or had any liability in respect of) any Pension Plan. No Securitization Entity has any contingent liability with respect to any post-retirement welfare benefits under a Welfare Plan, other than liability (i) for purposes continuation coverage described in Part 6 of Section 4980B Subtitle B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements I of ERISA or other applicable Law and continuation of coverage laws, (ii) provided in connection with the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as payment of severance benefits or (iii) that would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)not, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities)aggregate, does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect. Each “employee benefit plan” within the meaning of Section 3(3) of ERISA for which any Securitization Entity has any liability presently complies and has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations, including ERISA and the Code, except for such instances of noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Benefit Plan, other than transactions effected pursuant to a statutory or administrative exemption or such transactions as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, each such “employee benefit plan” within the meaning of Section 3(3) of ERISA for which any Securitization Entity has any liability that is intended to be qualified under Section 401(a) of the Code is the subject of a current favorable determination or opinion letter from the Internal Revenue Service regarding such qualification (or an application for such a letter is currently pending) and nothing has occurred, to the knowledge of the Master Issuer, whether by action or by failure to act, that would cause the loss of such qualification.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (a) Except as would could not reasonably be expected to cause have a Material Adverse Effect, each Plan complies with, and has been operated in accordance with, all applicable laws, including ERISA and the Code, and the terms of such Plan; (ii) any Plan intended by a Loan Party to be qualified under Section 401 of the Code is so qualified, and (iii) no Loan Party has any liability for damages, fines, penalties, excise taxes, or other similar amounts with respect to any Plan. (b) Each Pension Plan complies in all material respects with all applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code, or otherwise to have a Material Adverse Effect. Each Employee Benefit Plan that is intended There are no pending or, to qualify under Section 401(a) the knowledge of any Loan Party, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or any Loan Party or other any member of the Internal Revenue Code has received Controlled Group with respect to a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Pension Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or a Multiemployer Pension Plan which would could reasonably be expected to cause such Employee Benefit have a Material Adverse Effect. No Loan Party nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to lose its qualified status. B. any material liability. Within the past five years, no Loan Party nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No ERISA Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which would result in a liability in excess of $1,000,000 or is could reasonably likely be expected to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. As (c) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any Loan Party or any other member of the most recent valuation date for Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; no Loan Party nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation incurred any Pension Plans withdrawal liability with respect to which assets exceed benefit liabilities)any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, does not exceed an amount and no condition has occurred which, if payablecontinued, could reasonably be expected to result in a Material Adverse Effectwithdrawal or partial withdrawal from any such plan; and no Loan Party nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Employee Benefit Plans. A. CompanyExcept as disclosed in the Acquired Business Document: (a) The Seller does not maintain or contribute to any Pension Plan or any Welfare Plan, each nor is the Seller presently, nor has it been within the last six years, a participating employer in any Multiemployer Plan, affecting, in any case, employees of its Subsidiaries the Acquired Business or employees of the Seller whose principal activities relate to the Acquired Business. (b) All Pension Plans and Welfare Plans of the Seller affecting employees of the Acquired Business or employees of the Seller, have been administered in substantial compliance with their terms, ERISA and, solely for purposes of Section 4980B of where applicable, the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectCode. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code The IRS has received issued a favorable determination letter from with respect to the Internal Revenue Service indicating that qualification of each such Employee Benefit Pension Plan is so qualified and the exemption of any corresponding trust. A copy of the Plan has been furnished to Purchaser, and nothing has occurred subsequent to since the issuance date of any such determination letter which would reasonably be expected to that could cause such Employee Benefit the relevant Pension Plan or trust to lose its qualified statussuch qualification or exemption. B. No ERISA Event has occurred (c) With respect to each Pension Plan or Welfare Plan affecting employees of the Acquired Business or employees of the Seller: (i) there is reasonably expected to occur which no fact, including, without limitation, any Reportable Event, that exists that would result in a liability reason for termination of such Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such plan, in excess each case as contemplated by ERISA; (ii) neither the Seller nor any fiduciary, trustee or administrator of $1,000,000 any such Pension Plan or is reasonably likely to result welfare Plan, has engaged in a Lien. C. Except Prohibited Transaction that could subject the Seller to any material tax or any material penalty imposed by ERISA or the Code; (iii) the Seller has not incurred any material liability to the extent required under Section 4980B PBGC (other than for payment of the Internal Revenue Code or otherwise required by law, premiums); and (iv) there is no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for material Accumulated Funding Deficiency with respect to any Pension Plan, whether or not waived. (d) There has been no Plan Termination that has occurred during the amount five-year period ending on the date of unfunded benefit liabilities this Agreement affecting employees of the Acquired Business or employees of the Seller. (as defined in Section 4001(a)(18e) The Seller has no Knowledge of ERISA), individually or in any liability being incurred pursuant to Title IV of ERISA by the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans Seller with respect to any Pension Plan maintained by a trade or business (whether or not incorporated) which assets exceed benefit liabilities)is under common control with, does not exceed an amount whichor part of a controlled group of corporations with, if payablethe Seller, within the meaning of Sections 414(b) or (c) of the Code and affecting employees of the Acquired Business or employees of the Seller. (f) No Welfare Plan affecting employees of the Acquired Business or employees of the Seller is funded with a trust or other funding method, other than insurance policies. (g) There has occurred no Complete Withdrawal or Partial Withdrawal with respect o any Muliemployer Plan affecting employees of the Acquired Business that could reasonably cause the Acquired Business or any part thereof or any of the Acquired Assets to be expected exposed or subjected to any liability, or any lien or similar charge in relation to any liability, pursuant to or as a result of ERISA other than to the extent previously paid or fully provided for in a Material Adverse Effectthe Acquired Business Balance Sheet, and all payment required to be made to any such Plan by the Seller pursuant to any applicable collective bargaining agreements have been made.

Employee Benefit Plans. A. The Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates (a) are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (b) have performed in all material respects all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the Company’s knowledge, nothing has occurred subsequent to the issuance of such determination or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. . No liability to the PBGC (other than required premium payments) has been or is expected to be incurred by the Company, any of its Subsidiaries or any of their ERISA Affiliates. No liability to the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Company, any of its Subsidiaries or any of their ERISA Affiliates except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which would result except as, individually or in the aggregate, could not reasonably be expected to have a liability Material Adverse Effect. Except as set forth in excess of $1,000,000 or is reasonably likely Schedule 4.16 to result in a Lien. C. Except the Disclosure Letter and to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawsimilar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the liability end of the most recent plan year on the basis of the actuarial assumptions specified for which would cause funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan except as could not reasonably be expected to have a Material Adverse Effect. D. . As of the most recent valuation date for any Pension Planeach Multiemployer Plan for which the actuarial report is available, the amount potential liability of unfunded benefit liabilities the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all such Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each such Multiemployer Plan and are not in material “default” (as defined in Section 4001(a)(184219(c)(5) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected payments to result in a Material Adverse EffectMultiemployer Plan.

Employee Benefit Plans. A. Company(a) Schedule 4.11(a) lists each Plan and each Multiemployer Plan maintained or contributed to, or required to be contributed to, by each Obligor or any of its Subsidiaries and, solely for purposes of Section 4980B ERISA Affiliates as of the Internal Revenue Code Effective Date. Each Plan has been operated and Title IV administered in compliance with its terms and all applicable requirements of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions the Code and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planother laws, except as would where the failure to do so could not reasonably be expected to cause have, taking all instances in the aggregate, a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) 401 of the Internal Revenue Code has received a favorable determination letter does so qualify, and any trust created thereunder is exempt from tax under the provisions of Section 501 of the Internal Revenue Service indicating that such Employee Benefit Plan is Code, except where the failure to do so qualified and nothing has occurred subsequent to the issuance of such determination letter which would could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified statushave, taking all instances in the aggregate, a Material Adverse Effect. B. (b) Full payment has been made by each Obligor and any of its ERISA Affiliates of all minimum amounts which such entities are required to pay under the terms of each Plan and Multiemployer Plan except where the failure to so comply, taking all instances in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events for which would result in a liability in excess of $1,000,000 or is reasonably likely expected to result in a Lien. C. Except occur, could reasonably be expected to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. As (d) Neither any Obligor nor any of the most recent valuation date for its ERISA Affiliates maintains or contributes to any Pension Plan, the amount of unfunded employee welfare benefit liabilities plan (as defined in Section 4001(a)(183(1) of ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA), individually or in other than a Plan the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans obligations with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payablewhen taken together with the projected contributions thereto reflected in the projections and pro forma financial information delivered pursuant to clause (j) of Article III, could not reasonably be expected to result in have a Material Adverse Effect. (e) No Plan maintained by any Obligor or any of its ERISA Affiliates is underfunded (based on the present value of all accumulated benefit obligations thereunder) except to the extent that the aggregate amount of underfunding with respect to all such plans, when taken together with the projected contributions thereto reflected in the projections and pro forma financial information delivered pursuant to clause (j) of Article III, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. A. CompanyExcept as would not, each of its Subsidiaries andindividually or in the aggregate, solely for purposes of reasonably be expected to have a Company Material Adverse Effect or a Company Impairment Effect: (a) Section 4980B 4.15(a) of the Internal Revenue Code Company Disclosure Schedules sets forth a true and Title IV complete list of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with material Company Employee Benefit Plans. (b) With respect to each material Company Employee Benefit Plan, true and have performed all their obligations under correct copies of the current plan and trust document(s) (or for each unwritten material Company Employee Benefit Plan, except as would not reasonably be expected a written description of the material terms thereof), where applicable, have previously been made available to cause a Material Adverse Effect. Acquiror. (c) Each Company Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination or approval letter from the Internal Revenue Service indicating with respect to such qualification (or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Company Employee Benefit Plan) to the effect that such Company Employee Benefit Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code; and, to the Company’s knowledge, there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or the imposition of any Liability, penalty or tax under XXXXX, the Code or other applicable Laws. (d) Each Company Employee Benefit Plan is so qualified and nothing has occurred subsequent been established, operated and administered in accordance with applicable Laws, including ERISA and the Code, and its terms. No Proceeding (other than those relating to routine claims for benefits) is pending or, to the issuance Company’s knowledge, threatened with respect to any Employee Benefit Plan, and, to the Company’s knowledge, there are no facts that reasonably would be expected to give rise to any such Proceedings. There has been no “prohibited transaction” within the meaning of such determination letter Section 4975 of the Code or Section 406 of ERISA with respect to any Company Employee Benefit Plan. All payments or contributions required to have been made by the applicable due date with respect to all Company Employee Benefit Plans either have been made or have been accrued, in either event, in accordance with the terms of the applicable Company Employee Benefit Plan and applicable Law. (e) The Company does not have any Liability under or with respect to title IV of ERISA. Except as set forth in Section 4.15(e) of the Company Disclosure Schedules, each Company Employee Benefit Plan that provides health or life benefits is fully insured by a third party insurance company. (f) Except as set forth in Section 4.15(f) of the Company Disclosure Schedules, no Company Employee Benefit Plan provides postretirement health or life insurance benefits to any Company Group current or former employee, officer, or director, or any dependent or beneficiary thereof, except as otherwise required under state or federal benefits continuation laws (e.g., COBRA) for which the covered individual pays the full cost of coverage. (g) Except as set forth in Section 4.15(g) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement, nor the consummation of the Transactions (either alone or in combination with another event) would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess the payment of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in 280G(b)(1) of the aggregate for all Pension Plans Code. (determined based on assumptions used for purposes h) Each Company Employee Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of GAAPthe Code) excluding for purposes and is not exempt from Section 409A of the Code has a plan document that satisfies the requirements of Section 409A of the Code and has been operated in compliance with Section 409A of the Code and the terms of such computation any Pension Plans with respect to which assets exceed benefit liabilities), plan document. The Company does not exceed an amount whichhave any “gross-up” or indemnity obligation for Taxes imposed under Section 4999 or 409A of the Code. (i) Neither the Company, if payablenor, to the Company’s knowledge, any ERISA Affiliate of the Company, has incurred or, to the Company’s knowledge, could reasonably be expected to result in have any Liability for Taxes under Sections 4975 through 4980 or Sections 4980A through 4980I of the Code. The Company maintains a Material Adverse Effecthealth plan that satisfies the requirements for “minimum essential coverage” under Section 4980H(a) of the Code, as applicable. (j) No Company Employee Benefit Plan is subject to the laws of any jurisdiction outside the United States.

Employee Benefit Plans. A. Company, The Company will and will continue to cause each of its Subsidiaries andERISA Affiliates to (a) comply in all material respects with all requirements imposed by ERISA, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law other laws and the regulations and published interpretations thereunder thereof, applicable from time to time to any of its Employee Benefit Plans, (b) make full payment when due of all amounts which, under the provisions of such Employee Benefit Plans or under applicable law, are required to be paid as contributions thereto, including any payments or contributions to Multiemployer Plans required to be made under any agreement relating to such Multiemployer Plans, or under any law pertaining thereto, (c) not permit to exist, with respect to each Employee Benefit any Pension Plan, any material accumulated funding deficiency (as defined in Section 302 of ERISA and have performed Section 412 of the Code), whether or not waived, (d) not permit the actuarial present value of all their obligations benefit liabilities under each Employee Benefit Planany Pension Plan to be less than the current value of the assets of such Pension Plans allocable to such benefit liabilities, except as (e) not permit the occurrence of a Termination Event which would result in a liability on the part of the Company or any ERISA Affiliate to the PBGC, (f) not reasonably be expected to cause a Material Adverse Effect. Each engage in any Prohibited Transaction, (g) not establish, or amend or otherwise alter any Employee Benefit Plan that is intended if such establishment or amendment could result in a material liability to qualify under Section 401(a) the Company or any ERISA Affiliate or increase the material obligation of the Internal Revenue Code has received Company or any ERISA Affiliate to a favorable determination letter from Multiemployer Plan or permit the Internal Revenue Service indicating that such establishment of any Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter providing post-retirement welfare benefits or (h) take no action which would reasonably be expected to cause such any of the Employee Benefit Plan Plans to lose its qualified statusfail to meet any applicable qualification requirement imposed by the Code. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. A. CompanyAll employee benefit plans, each ---------------------- compensation arrangements and other benefit arrangements covering employees of the Company or any of its Subsidiaries and(the "Company Benefit Plans") and all employee agreements providing for compensation, solely for purposes of Section 4980B severance or other benefits to any employee or former employee of the Internal Revenue Code Company or any of its Subsidiaries are set forth in the Company Disclosure Letter. True and Title IV complete copies of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect Company Benefit Plans have been made available to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectParent. Each Employee Any Company Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected a model prototype plan and continues to occur satisfy the requirements for such qualification. Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate of the Company maintains, contributes to or has maintained or contributed in the past six (6) years to any benefit plan which would result is covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Code. Neither any Company Benefit Plan, nor the Company nor any Subsidiary has incurred any material liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or engaged in a liability in excess of $1,000,000 or any transaction that is reasonably likely to result in a Lien. C. any such liability or penalty. Except as set forth in the Company Disclosure Letter, each Company Benefit Plan has been maintained and administered in compliance with its terms and with ERISA and the Code to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawapplicable thereto, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) except for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for such non-compliance which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does could not exceed an amount which, if payable, could reasonably be expected to result in have a Company Material Adverse Effect. There is no pending or anticipated Litigation against or otherwise involving any of the Company Benefit Plans and no Litigation (excluding claims for benefits incurred in the ordinary course of Company Benefit Plan activities) has been brought against or with respect to any such Company Benefit Plan, except for any of the foregoing which individually or in the aggregate could not have a Company Material Adverse Effect. All contributions required to be made as of the date hereof to the Company Benefit Plans have been made or provided for. Except as described in the SEC Reports or as required by Law, neither the Company nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment, and neither the Company nor any of its Subsidiaries has ever represented, promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would be provided.

Employee Benefit Plans. A. Company, each of Each Company and its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance in all material respects with all the applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as for such non-compliance that in the aggregate would not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawthat, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective when taken together with all other such ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payableEvents, could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any of the property of any Company. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used in the most recent actuarial valuations used for the respective Plans) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the property of all such underfunded Plans in an amount which could reasonably be expected to have a Material Adverse Effect. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all Requirements of Law and has been maintained, where required, in good standing with applicable Governmental Authority and Taxing Authority, except for such non-compliance that in the aggregate would not have a Material Adverse Effect. No Company has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan, except to the extent of liabilities which could not reasonably be expected to have a Material Adverse Effect. Each Foreign Plan which is required to be funded is funded in accordance with Requirements of Law, and for each Foreign Plan which is not required to be funded, the obligations of such Foreign Plan are properly accrued in the financial statements of the Designated Company and its Subsidiaries, in each case in an amount that could not reasonably be expected to have a Material Adverse Effect. Except as specified on Schedule 3.17, (i) no Company is or has at any time been an employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993), and (ii) no Company is or has at any time been “connected” with or an “associate” of (as those terms are used in Sections 39 and 43 of the Pensions Act 2004) such an employer.

Employee Benefit Plans. A. CompanyBorrower, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all of their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusqualified. B. No ERISA Event has occurred or is reasonably expected to occur which would result occur, except for events that individually or in a liability in excess of $1,000,000 or is the aggregate could not reasonably likely be expected to result in a LienMaterial Adverse Effect. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by lawas reported in Borrower’s financial statements, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of CompanyBorrower, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse EffectAffiliates. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded accumulated benefit liabilities (as defined in Section 4001(a)(18) of ERISA)obligation, individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed the accumulated benefit liabilitiesobligation), does not exceed an amount whichthe fair market value of the assets of such Pension Plans by more than $2,500,000. E. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, if payablethe potential liability of Borrower, could reasonably be expected its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to result in a Material Adverse EffectSection 4221(e) of ERISA, does not exceed $2,500,000.

Employee Benefit Plans. A. Company, (a) Each Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in material compliance with all applicable Legal Requirements, including all applicable provisions and requirements of ERISA or applicable Law and the Code and the regulations and published interpretations thereunder thereunder, with respect to each all Employee Benefit PlanPlans. Each Employee Benefit Plan complies in all material respects, and have performed is operated and maintained in compliance in all their obligations under each Employee Benefit Planmaterial respects, except as would not reasonably be expected to cause a Material Adverse Effectwith all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified for all required amendments and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to prevent, or cause the loss of, such Employee Benefit Plan to lose its qualified statusqualification. B. (b) No ERISA Event has occurred or is reasonably expected to occur which would result occur. No Pension Plan has any Unfunded Pension Liability. Within the last six years, no Pension Plan has been terminated, whether or not in a liability “standard termination” as that term is used in excess Section 4041 of $1,000,000 or is reasonably likely to result in a Lien. C. Except to ERISA, nor has any Pension Plan (determined at any time within the extent required under Section 4980B last six years) with an Unfunded Pension Liability been transferred outside of the Internal Revenue Code “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries ERISA Affiliates. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of any Company or any of their respective its ERISA Affiliates to all Multiemployer Plans in the liability for which would cause event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, have not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. D. As (c) With respect to Canadian Pension Plans: (i) as of the Closing Date, no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Company being required to make an additional contribution to the Canadian Pension Plan; (ii) no Canadian Pension Plan is a “defined benefit” pension plan governed by the Pension Benefits Act (Ontario), (iv) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made in accordance with all applicable Legal Requirements and the terms of each Canadian Pension Plan have been made in accordance with all applicable Legal Requirements and the terms of each Canadian Pension Plan; and (v) each Canadian Pension Plan and Canadian Welfare Plan is maintained in all material respects in compliance with all applicable Legal Requirements. (d) To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of all Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities. No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recent valuation date for any Pension recently ended, fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the Property of such Foreign Plan, and for each Foreign Plan which is not funded, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes obligations of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse EffectForeign Plan are properly accrued.

Employee Benefit Plans. A. Company, each of (a) Each Greenbrook Company Plan has been established and administered in accordance with its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code terms and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance (both in form and operation) with all applicable provisions and requirements of Laws, including ERISA or applicable Law and the Code (including the related rules and regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planadopted by those federal agencies responsible for the administration of such Laws), except as for any instances of non-compliance or related instances of non-compliance that would not reasonably be expected to cause result in aggregate liabilities, losses and costs in excess of $25,000. With respect to every group health plan (as defined in Section 5000 of the Code and Section 607 of ERISA) maintained by or contributed to by any Greenbrook Company, no Greenbrook Company, nor any of their Representatives has engaged in any action or failed to act in such a Material Adverse Effectmanner that, as a result of such act or failure to act: (i) the ability of any Greenbrook Company to deduct contributions to such a plan would be materially impaired, or (ii) the ability of any employee of any Greenbrook Company to exclude from income for federal income tax purposes employer-provided benefits under such Greenbrook Company Plan would be materially impaired. No Greenbrook Company nor any of their Representatives has engaged in any action or failed to act in any manner that would subject any Greenbrook Company to liability under the Medicare Secondary Payor Provisions of Section 1862(b) of the Social Security Act, Section 5000 of the Code or the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder. (b) Each Employee Benefit Greenbrook Company Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code is so qualified and has received a favorable determination IRS opinion or an advisory letter has been issued which may properly be relied upon by the underlying the Greenbrook Company Plan, each trust established in connection with any the Greenbrook Company Plan that is intended to be exempt from federal income taxation under Section 501(a) of the Internal Revenue Service indicating that such Employee Benefit Plan Code is so qualified exempt, and nothing has occurred subsequent that would adversely affect the qualified status of any such Greenbrook Company Plan. All contributions to, and premium payments to and other payments from, each Greenbrook Company Plan that are required to be made in accordance with the terms and conditions thereof and applicable Laws (including ERISA and the Code) have been timely made, and any contributions or premium payments not yet due prior to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified statusClosing Date have been properly accrued. B. (c) No Greenbrook Company nor any ERISA Event Affiliate has occurred maintained, been a participating employer in or contributed to or has any liability with respect to any employee benefit plan (as such term is reasonably expected defined in Section 3(3) of ERISA) (i) subject to occur which would result in a liability in excess Title IV of $1,000,000 ERISA, or is reasonably likely to result in a Lien. C. Except (ii) subject to the extent required under minimum funding standards of Section 4980B 302 of ERISA or Section 412 of the Internal Revenue Code Code. No Greenbrook Company nor any ERISA Affiliate thereof has sponsored or otherwise contributed to, or been required by lawto contribute to or has any liability with respect to, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities multiemployer plan (as defined in Section 4001(a)(184001(a)(3) of ERISA), individually any multiple employer plan within the meaning of Section 4063 or Section 4064 of ERISA, or a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (d) Neither the aggregate for all Pension Plans execution of this Agreement nor the consummation of the transactions contemplated hereby will (determined based on assumptions used for purposes either alone or upon the occurrence of GAAPany additional or subsequent events) excluding for purposes (i) constitute an event under any Greenbrook Company Plan that will or may result in any payment (whether of such computation any Pension Plans severance pay or otherwise) acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to which assets exceed any current or former service provider to any Greenbrook Company, or (ii) result in any payment or benefit liabilities)that will or may be made that may be characterized as an "excess parachute payment" within the meaning of Section 280G(b) of the Code and the regulations thereunder. No Greenbrook Company has any contracts or obligations (oral or written) to provide a "gross-up" or other reimbursement to any employee, does not exceed an amount whichofficer or director or other service provider with respect to excise taxes under Section 4999 of the Code. No Greenbrook Company Plan provides health or other welfare benefits to former employees of any Greenbrook Company other than health continuation coverage pursuant to COBRA. Each Greenbrook Company Plan that is subject to Section 409A of the Code has been operated and maintained in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No Greenbrook Company has any contracts or obligations (whether oral or written) to provide a "gross-up" or other reimbursement with respect to any taxes, if payableinterest or penalties arising due to Section 409A of the Code. (e) The Greenbrook Companies may terminate any Greenbrook Company Plan without consent of any other Person and without incurring material liability. No Greenbrook Company has made any announcements, could reasonably be expected promises or agreements to adopt any new Greenbrook Company Plan prior to Closing or amend any current Greenbrook Company Plan prior to Closing in a manner that would result in a Material Adverse Effectmaterial liability to any Greenbrook Company.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, except as would for such noncompliance which, individually or in the aggregate, could not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified or will be qualified by admission of such Plan for an IRS determination in a timely fashion, if not already submitted, and nothing has occurred subsequent to the timely making of such amendments as may be required as a condition for issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. a favorable determination. No ERISA Event has occurred or as of the date hereof is reasonably reasonable expected to occur which where such Event individually or in the aggregate would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. . As of the most recent valuation date for any Pension Plan, the any amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISAERISA "UNFUNDED BENEFIT LIABILITIES"), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding except for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does could not exceed an amount which, if payable, could reasonably be expected to result in have a Material Adverse Effect. Neither Company, its Subsidiaries nor their respective ERISA Affiliates has completely or partially withdrawn from any Multiemployer Plan, or incurred termination liability to the PBGC or withdrawal liability to any Multiemployer Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. A. Company(a) All Employee Benefit Plans directly maintained or sponsored by the Company or the Company Subsidiaries or to which the Company or the Company Subsidiaries are obligated to contribute, each are listed on Schedule 3.20 of its Subsidiaries andthe Company Disclosure Schedule. (b) All such Employee Benefit Plans, solely for purposes of Section 4980B of including any associated trust agreements, summary plan descriptions, the three (3) most recent annual report on Form 5500 filed with the Internal Revenue Code Service and Title IV of ERISAthe most recent determination or opinion letter (in all cases, if any) issued by the Internal Revenue Service have been made available to the Buyer or its agents. (c) The Company and the Company Subsidiaries have, in all material respects, performed all obligations required to be performed by it under, are not in material default or violation of, any Employee Benefit Plan and each of their respective ERISA Affiliates are Employee Benefit Plan (and any related trust or other funding vehicle) has been established, registered (where required), funded, invested, administered and operated in material compliance with the requirements of all applicable provisions and requirements of Laws, including without limitation, ERISA or applicable Law and the regulations Code, and published interpretations thereunder with respect to each the terms of such Employee Benefit Plans. (d) Since the Reference Date, no such Employee Benefit Plan, or any trustee or administrator thereof nor any employee or any “fiduciary” has, in respect of any such plan, to the Knowledge of the Company, engaged in any material breach of fiduciary responsibility or any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) to which Section 406 of ERISA or Section 4975 of the Code applies for which a statutory exemption is not available, and have performed all their obligations under each which would reasonably be expected subject any such Employee Benefit Plan or trustee or administrator thereof, or any party dealing with any such Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effect. Each material Tax or material penalty on prohibited transactions imposed by Section 4975 of the Code. (e) No such Employee Benefit Plan that is a defined benefit pension plan or has, since the Reference Date been subject to the minimum funding requirements of Section 412 and 430 of the Code or Title IV of ERISA and neither the Company nor any Company Subsidiary has any liability (whether absolute or contingent) pursuant to Title IV or ERISA or Sections 412 or 430 of the Code (whether due to its relationship with any ERISA Affiliate or otherwise). (f) No Employee Benefit Plan is, and the Company has no obligation to contribute to any, “multiemployer plan” within the meaning of Section 3(37) of ERISA or 4001(a)(3) of ERISA and neither the Company nor any Company Subsidiary has any liability (whether absolute or contingent) with respect to any such multiemployer plan (whether due to its relationship with any ERISA Affiliate or otherwise). (g) Each such Employee Benefit Plan intended to qualify under Section 401(a) 401 of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so a “qualified and nothing has occurred subsequent plan” under Section 401(a) of the Code and, to the issuance Knowledge of such determination letter which the Company, no circumstances have occurred that would reasonably be expected to cause adversely affect the tax qualified status of any such Employee Benefit Plan to lose its qualified status. B. No ERISA Event Plan. To the Knowledge of the Company, nothing has occurred or is reasonably expected with respect to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no any Employee Benefit Plan provides health that has subjected or welfare benefits (through could reasonably be expected to subject the purchase of insurance or otherwise) for any retired or former employee of Company, any of or its Company Subsidiaries or any of their respective ERISA Affiliates Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the liability for which would cause a Material Adverse EffectCode. All material benefits, contributions and premiums relating to each Employee Benefit Plan have been timely paid in accordance with the terms of such Employee Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Employee Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. D. As (h) Each Employee Benefit Plan that is subject to Section 409A of the most recent valuation date Code has been administered in material compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any Pension excise taxes, interest or penalties incurred pursuant to Section 409A of the Code. (i) Neither the Company nor any Company Subsidiary has ever maintained, established, sponsored, participated in or contributed to any self-insured plan that provides medical or life insurance benefits to employees (including any such plan pursuant to which a stop loss policy or contract applies), it being understood that the Business Employees participate in self-insured plans that are not maintained or sponsored by the Company or the Company Subsidiaries. The obligations of all Employee Benefit Plans that provide health, welfare or similar insurance, if any, are fully insured by bona fide third-party insurers, it being understood that the Business Employees participate in self-insured plans that are not maintained or sponsored by the Company or Companies Subsidiaries. (j) Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) will result in the acceleration or creation of any rights of any Business Employee or director, officer or employee of the Company or any Company Subsidiary to payments or benefits or increases in any payments or benefits or any loan forgiveness, in each case, from the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is obligated to make a payment as a result of the transactions contemplated by this Agreement that would not be deductible under Section 280G of the Code or subject to an excise Tax under Section 4999 of the Code. (k) Each of the Company and the Company Subsidiaries has at all relevant times has been in compliance in all material respects with COVID-19 Measures with respect to its employees, independent contractors and other individual service providers. (l) Each Employee Benefit Plan that is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any employee or former employee of the Company or any Company Subsidiary (or any dependent thereof) who resides outside of the United States (each a “Foreign Benefit Plan”) is identified as such on Schedule 3.20 of the Company Disclosure Schedule. With respect to each Foreign Benefit Plan, except as would not be material to the amount Business, (i) such Foreign Benefit Plan has been maintained, funded and administered in material compliance with applicable laws and the requirements of unfunded benefit liabilities such Foreign Benefit Plan’s governing documents and any applicable collective bargaining agreements, (as defined ii) all contributions to such Foreign Benefit Plan have been timely paid or made in Section 4001(a)(18full or, to the extent not yet due, properly accrued on the Latest Balance Sheet in accordance with the terms of the Foreign Benefit Plan and all applicable laws, (iii) such Foreign Benefit Plan has obtained from the Governmental Authority having jurisdiction with respect to such Foreign Benefit Plan any required determinations, if any, that such Foreign Benefit Plan is in compliance in all material respects with the applicable laws and regulations of ERISA)the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Benefit Plan, individually (iv) there are no pending or, to the Company’s Knowledge, threatened in writing investigations by any Governmental Authority, Proceedings or claims (except for claims for benefits in the ordinary course) against such Foreign Benefit Plan, and (v) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will create or otherwise result in any liability with respect to such Foreign Benefit Plan. Notwithstanding anything to the aggregate for all Pension Plans (determined based on assumptions used contrary set forth herein, this Section 3.20(l) shall be the exclusive provision of this Section 3.20 applicable to Foreign Benefit Plans, and no Foreign Benefit Plan shall be considered an Employee Benefit Plan for purposes of GAAP) excluding this Section 3.20 (other than for purposes of the first sentence of this Section 3.20(l)). (m) The Company has no liability under any such computation any Pension Plans Employee Benefit Plan, or otherwise, to provide medical or death or other welfare benefits with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected current or former employees of the Company beyond their termination of employment (other than coverage mandated by Law) and there has been no material violation of Section 4980B of the Code or Sections 601-608 of ERISA by the Company or its Company Subsidiaries with respect to result in a Material Adverse Effectany such Employee Benefit Plan.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except Except as would could not reasonably be expected to cause have a Material Adverse Effect, each employee benefit plan (as defined in Section 3(3) of ERISA) maintained or sponsored by the Company or any Subsidiary complies in 39 all material respects with all applicable requirements of law and regulations. During the term of this Agreement, (i) no steps have been taken to terminate any Plan and no contribution failure has occurred with respect to any Plan sufficient to give rise to a lien under Section 303(k) of ERISA, (ii) no Reportable Event has occurred with respect to any Plan, (iii) no determination has been made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA) and (iv) neither the Company nor any ERISA Affiliate has either withdrawn or instituted steps to withdraw from any Multiemployer Plan, except in any such case specified in clause (i), (ii), (iii) and (iv) above, for actions which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would Except as could not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause have a Material Adverse Effect. D. As of the most recent valuation date for , no condition exists or event or transaction has occurred in connection with any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to Plan which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in the incurrence by the Company or any Subsidiary of any material liability, fine or penalty (imposed by Section 4975 of the Code or Section 502(i) of ERISA or otherwise). Neither the Company nor any ERISA Affiliate is a member of, or contributes to, any Multiemployer Plan as to which the potential withdrawal liability based upon the most recent actuarial report could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any Subsidiary has any contingent liability with respect to any post retirement benefit under an employee welfare benefit plan (as defined in Section 3(1) of ERISA), other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of (a) Section 4980B 2.14(a) of the Internal Revenue Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all material Company Employee Plans. (b) With respect to each Company Employee Plan in effect on the date of this Agreement, the Company has made available to the Parent a complete and accurate copy of (i) such Company Employee Plan, including amendments thereto, (ii) the most recent annual report (Form 5500) filed with the IRS, if any, (iii) each trust agreement, group annuity contract and summary plan description, if any, relating to such Company Employee Plan, (iv) the most recent actuarial report, financial statement or valuation report for such Company Employee Plan, if applicable, (v) a current IRS opinion or favorable determination letter, if applicable, and (vi) all material correspondence to or from any Governmental Entity relating to any audit or investigation of such Company Employee Plan in the six-year period prior to the date hereof. (c) Each Company Employee Plan is being administered in accordance with ERISA, the Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all other applicable provisions and requirements of ERISA or applicable Law Laws and the regulations thereunder and published interpretations thereunder in accordance with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planits terms, except for failures to so administer such Company Employee Plan as would not not, individually or in the aggregate, reasonably be expected to cause have a Company Material Adverse Effect. Each . (d) With respect to the Company Employee Benefit Plan Plans, there are no benefit obligations for which contributions have not been made or properly accrued to the extent required by GAAP, except for failures to make such contributions or accruals for contributions as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) All the Company Employee Plans that is are intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has have received a favorable determination letter letters from the Internal Revenue Service indicating IRS to the effect that such Company Employee Benefit Plan is so Plans are qualified and nothing has occurred subsequent to the issuance plans and trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, or are based on prototype or volume submitter documents that have received such letters, and no such determination letter which has been revoked and revocation has not been threatened, and no act or omission has occurred, that would adversely affect its qualification except, in each case, as would not, individually or in the aggregate, reasonably be expected to cause such Employee Benefit Plan to lose its qualified statushave a Company Material Adverse Effect. B. No ERISA Event has occurred (f) Except as would not, individually or is in the aggregate, reasonably be expected to occur which would result in have a liability in excess of $1,000,000 Company Material Adverse Effect, other than routine claims for benefits, there are no Actions, governmental audits or is reasonably likely investigations that are pending or, to result in a Lienthe Company’s Knowledge, threatened against or involving any Company Employee Plan or asserting any rights to or claims for benefits under any Company Employee Plan. C. Except to the extent required under Section 4980B (g) None of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its the Company’s Subsidiaries or any of their respective ERISA Affiliates maintains, contributes to or is obligated to contribute to (or has during the past six years maintained or contributed to or been obligated to contribute to), or could reasonably be expected to have any liability for which would cause with respect to, (i) a Material Adverse Effect. D. As Company Employee Plan that is (or was) subject to Section 412 of the most recent valuation date for any Pension PlanCode or Title IV of ERISA, the amount of unfunded benefit liabilities (ii) a “multiemployer plan” (as defined in Section 4001(a)(184001(a)(3) of ERISA), individually (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (iv) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), or (v) a “voluntary employees’ beneficiary association” within the meaning of Section 509(c)(9) of the Code. During the immediately preceding six years, no liability under Section 302 or Title IV of ERISA has been incurred by the Company, any of the Company’s Subsidiaries or any of their respective ERISA Affiliates or their respective predecessors that has not been satisfied in full. (h) Except as set forth on Section 2.14 of the Company Disclosure Schedule or as contemplated by Section 1.8 of this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event): (i) entitle any current or former employee, officer, director or individual independent contractor of the aggregate Company or any of the Company’s Subsidiaries to any payment or benefit (or result in the funding of any such payment or benefit) under any Company Employee Plan; (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Company or any of the Company’s Subsidiaries under any Company Employee Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits under any Company Employee Plan; (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, officer, director or individual independent contractor of the Company or any of the Company’s Subsidiaries; or (v) limit or restrict the right of the Company or any of the Company’s Subsidiaries to merge, amend or terminate any Company Employee Plan in accordance with its terms and applicable Law. (i) Neither the Company nor any of the Company’s Subsidiaries is a party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for all Pension Plans the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (determined based or any corresponding provisions of state or local law relating to Tax). (j) Except as set forth on assumptions used for purposes Section 2.14(j) of GAAPthe Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any written (i) excluding for purposes agreement with any shareholders, director, executive officer or other key employee of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such computation director, executive officer or key employee; or (ii) agreement or plan binding the Company or any Pension of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. (k) Except as set forth on Section 2.14(k) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides medical or other welfare benefits to any Person beyond their retirement or other termination of service, except as required by Section 4980B of the Code (and at the sole cost of such Person). (l) All Company Employee Plans maintained pursuant to the laws of a country other than the United States and all plans or arrangements applicable to employees outside the United States that are mandated by applicable Law (i) have in all material respects been maintained in accordance with respect to which assets exceed benefit liabilitiesall applicable requirements (including applicable Law), does not exceed an amount which(ii) that are intended to qualify for special Tax treatment meet all requirements for such treatment, and (iii) that are required to be funded and/or book reserved are funded and/or book reserved, as appropriate, in accordance with GAAP and, if payablerequired, could applicable Law, except, in the case of clause (ii) or (iii), as has not had and would not reasonably be expected to result in have a Company Material Adverse Effect.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of (a) The Company has listed in Section 4980B 3.12 of the Internal Revenue Code Company Disclosure Schedule all Benefit Arrangements, Multiemployer Plans, Pension Plans and Welfare Plans of the Company and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, change in control, severance and other similar employee benefit plans, and all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of the Company or any ERISA Affiliate of the Company or any Subsidiary of the Company (together, the "COMPANY EMPLOYEE PLANS"). (b) With respect to each Company Employee Plan, the Company has made available to Pan Pacific, a true and correct copy of (i) the most recent annual report (Form 5500) filed with the IRS, (ii) such Company Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Company Employee Plan and (iv) the most recent actuarial report or valuation relating to a Company Employee Plan subject to Title IV of ERISA. (c) With respect to the Company Employee Plans, each individually and in the aggregate, no event has occurred, and to the Knowledge of their respective ERISA Affiliates are the Company, there exists no condition or set of circumstances in compliance connection with all which the Company could be subject to any liability that will have a Company Material Adverse Effect under ERISA, the Code or any other applicable provisions and requirements law. There is no Company Employee Plan that is subject to Title IV of ERISA or applicable Law and the regulations and published interpretations thereunder with is a Multiemployer Plan. (d) With respect to each the Company Employee Benefit PlanPlans, individually and in the aggregate, there are no funded benefit obligations for which contributions have performed all their not been made or properly accrued and there are no unfunded benefit obligations under each Employee Benefit Planwhich have not been accrued or otherwise properly disclosed in the footnotes in accordance with GAAP, except as would not reasonably be expected to in the financial statements of the Company, which obligations will cause a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Company Material Adverse Effect. D. As (e) Except as disclosed in Company SEC Reports filed prior to the date of this Agreement, and except as set forth in Section 3.12(e) Company Disclosure Schedule, or as provided for in this Agreement, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of the most recent valuation date for Company or any Pension Planof its Subsidiaries, the amount benefits of unfunded benefit liabilities which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, (as defined ii) agreement with any officer of the Company providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof and for the payment of compensation in Section 4001(a)(18excess of $100,000 per annum, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of ERISA)the benefits of which will be increased, individually or in the aggregate for all Pension Plans (determined based vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on assumptions used for purposes the basis of GAAP) excluding for purposes any of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effectthe transactions contemplated by this Agreement.

Employee Benefit Plans. A. Company(a) Schedule 3.10(a) lists all Employee Benefit Plans and Foreign Benefit Plans. (b) Except as set forth on Schedule 3.10(b), each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and no Employee Benefit Plan is a plan that is subject to Title IV of ERISA, each no Employee Benefit Plan provides health or other welfare benefits to former employees of their respective ERISA Affiliates are any Group Company other than as required by COBRA, and no Group Company has any obligation to contribute to a Multiemployer Plan that is subject to Title IV of ERISA. (c) Each Employee Benefit Plan has been maintained and administered in compliance with all the applicable provisions and requirements of ERISA or ERISA, the Code and any other applicable Law laws including, the Health Insurance Portability and the regulations Accountability Act, and published interpretations thereunder all material contributions and premium payments required to have been paid with respect to each Employee Benefit Plan, and Plan have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effectbeen made. Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that or is entitled to rely on a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan is so qualified and nothing has occurred subsequent and, to the issuance Company’s knowledge, there are no facts or circumstances that would be reasonably likely to materially and adversely affect the qualified status of such determination letter which would reasonably be expected to cause any such Employee Benefit Plan to lose its qualified statusPlan. B. (d) Each Employee Benefit Plan that is subject to Section 409A of the Code has been operated in compliance with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations). (e) No material liability under Title IV of ERISA Event has occurred or been or, to the Company’s knowledge, is reasonably expected to occur which be incurred by any Group Company. (f) No Group Company has engaged in any transaction with respect to any Employee Benefit Plan that would result in a liability in excess of $1,000,000 or is be reasonably likely to result in a Liensubject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA or the Code. C. Except (g) With respect to each Employee Benefit Plan, the Company has made available to JAC copies, to the extent required under Section 4980B applicable and within the Company’s possession or control, of (i) the current plan and trust documents and the most recent summary plan description provided to participants, (ii) the most recent annual report (Form 5500 series), (iii) the most recent financial statements, and (iv) the most recent Internal Revenue Service determination letter. (h) Each Foreign Benefit Plan has been maintained and administered in compliance with its terms and the requirements of all applicable laws. (i) Neither the execution and delivery of this Agreement nor the consummation of the Internal Revenue Code transactions contemplated by this Agreement will result in (i) except as set forth on Schedule 3.10(i) severance pay or otherwise required by lawany increase in severance pay upon any termination of employment after the date of this Agreement, no Employee Benefit Plan provides health (ii) any payment, compensation or welfare benefits (through benefit becoming due on the purchase Closing Date, or any increase in the amount of insurance any payment, compensation or otherwise) for benefit due on the Closing Date, to any retired current or former employee of any Group Company, (iii) the acceleration of the time of payment or vesting or the funding of any compensation or benefits, or (iv) any new material obligation pursuant to any Employee Benefit Plan or Foreign Benefit Plan. As of the Closing, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will result in the payment of any amount that will not be deductible under Section 280G of the Code. (j) There is currently no material audit or investigation by any Governmental Entity or any claim (other than routine claims for benefits in the ordinary course) or material action (at law or in equity), suit, arbitration, review, inquiry, proceeding or investigation against or involving any Employee Benefit Plan. (k) Since the date of the Latest Balance Sheet, other than in the ordinary course of business, no Group Company has communicated to any of its Subsidiaries employees or formally adopted or authorized any additional Employee Benefit Plan or any material change in or termination of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effectany existing Employee Benefit Plan. D. As of the most recent valuation date for any Pension Plan(l) The Company has, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)good faith, individually or in the aggregate properly classified for all Pension Plans purposes (determined based on assumptions used including for Tax purposes and for purposes of GAAPdetermining eligibility to participate in any Employee Benefit Plan) excluding all persons who have performed services for purposes or on behalf of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse EffectGroup Company.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except Except as would could not reasonably be expected to cause have a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former each employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities plan (as defined in Section 4001(a)(183(3) of ERISA)) maintained or sponsored by the Company or any Subsidiary complies in all material respects with all applicable requirements of law and regulations. Except as could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate for all Pension Plans aggregate, during the term of this Agreement, (determined based on assumptions used for purposes of GAAPi) excluding for purposes of such computation no steps have been taken to terminate any Pension Plans Plan and no contribution failure has occurred with respect to any Plan sufficient to give rise to a lien under Section 303(k) of ERISA, (ii) no Reportable Event has occurred with respect to any Plan, (iii) no determination has been made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA) and (iv) neither the Company nor any ERISA Affiliate has either withdrawn or instituted steps to withdraw from any Multiemployer Plan. Except as could not reasonably be expected to have a Material Adverse Effect, no condition exists or event or transaction has occurred in connection with any Plan which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in the incurrence by the Company or any Subsidiary of any material liability, fine or penalty (imposed by Section 4975 of the Code or Section 502(i) of ERISA or otherwise). Neither the Company nor any ERISA Affiliate is a member of, or contributes to, any Multiemployer Plan as to which the potential withdrawal liabilityWithdrawal Liability based upon the most recent actuarial report could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any Subsidiary has any contingent liability with respect to any post retirement benefit under an employee welfare benefit plan (as defined in Section 3(1) of ERISA), other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Employee Benefit Plans. A. Company, each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with With respect to each Employee Benefit Plan, each Group Member is in compliance in all respects with the applicable provisions of ERISA and have performed all their obligations under the Code and the regulations and published interpretations thereunder, and each Employee Benefit PlanPlan is in compliance, except except, in each case, as would not reasonably be expected to cause result in a Material Adverse Effect. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which that, when taken together with all other ERISA Events, would result in a liability in excess of $1,000,000 or is reasonably likely to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse Effect.. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for financial reporting purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the property of all such underfunded Plans by an amount that would reasonably be expected to result in a Material Adverse Effect. Using actuarial assumptions and computation methods consistent with Section 4211 of ERISA, the aggregate liabilities of each Group Member or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, no Group Member has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA), or is in “endangered status” or in “critical status” (each within the meaning of Section 432 of the Code) and no such Multiemployer Plan is reasonably expected by any Group Member to be insolvent, except, in each case, as would not reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities and (ii) no Group Member has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Group Member on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by an amount that would reasonably be expected to result in a Material Adverse Effect, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued in accordance with GAAP in all material respects. 123 US-DOCS\133960081.2

Employee Benefit Plans. A. Company(a) Schedule 3.10(a) lists all Employee Benefit Plans and Foreign Benefit Plans. (b) Except as set forth on Schedule 3.10(b), each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and no Employee Benefit Plan is a plan that is subject to Title IV of ERISA, each no Employee Benefit Plan provides health or other welfare benefits to former employees of their respective ERISA Affiliates are any Group Company other than as required by COBRA, and no Group Company has any obligation to contribute to a Multiemployer Plan that is subject to Title IV of ERISA. (c) Each Employee Benefit Plan has, to the extent applicable, been maintained and administered in compliance with all the applicable provisions and requirements of ERISA or ERISA, the Code and any other applicable Law laws including, the Health Insurance Portability and the regulations Accountability Act, and published interpretations thereunder all material contributions and premium payments required to have been paid with respect to each Employee Benefit Plan, and Plan have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse Effectbeen made. Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that or is entitled to rely on a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan is so qualified and nothing has occurred subsequent and, to the issuance Company’s knowledge, there are no facts or circumstances that would be reasonably likely to materially and adversely affect the qualified status of such determination letter which would reasonably be expected to cause any such Employee Benefit Plan to lose its qualified statusPlan. B. (d) Each Employee Benefit Plan that is subject to Section 409A of the Code has been operated in compliance with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations). (e) No material liability under Title IV of ERISA Event has occurred or been or, to the Company’s knowledge, is reasonably expected to occur which be incurred by any Group Company. (f) No Group Company has engaged in any transaction with respect to any Employee Benefit Plan that would result in a liability in excess of $1,000,000 or is be reasonably likely to result in a Liensubject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA or the Code. C. Except (g) With respect to each Employee Benefit Plan, the Company has made available to JAC copies, to the extent required under Section 4980B applicable and within the Company’s possession or control, of (i) the current plan and trust documents and the most recent summary plan description provided to participants, (ii) the most recent annual report (Form 5500 series), (iii) the most recent financial statements, and (iv) the most recent Internal Revenue Service determination letter. (h) Each Foreign Benefit Plan has been maintained and administered in compliance with its terms and the requirements of all applicable laws. (i) Neither the execution and delivery of this Agreement nor the consummation of the Internal Revenue Code transactions contemplated by this Agreement will result in (i) except as set forth on Schedule 3.10(i) severance pay or otherwise required by lawany increase in severance pay upon any termination of employment after the date of this Agreement, no Employee Benefit Plan provides health (ii) any payment, compensation or welfare benefits (through benefit becoming due on the purchase Closing Date, or any increase in the amount of insurance any payment, compensation or otherwise) for benefit due on the Closing Date, to any retired current or former employee of any Group Company, (iii) the acceleration of the time of payment or vesting or the funding of any compensation or benefits, or (iv) any new material obligation pursuant to any Employee Benefit Plan or Foreign Benefit Plan. As of the Closing, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will result in the payment of any amount that will not be deductible under Section 280G of the Code. (j) There is currently no material audit or investigation by any Governmental Entity or any claim (other than routine claims for benefits in the ordinary course) or material action (at law or in equity), suit, arbitration, review, inquiry, proceeding or investigation against or involving any Employee Benefit Plan. (k) Since the date of the Latest Balance Sheet, other than in the ordinary course of business, no Group Company has communicated to any of its Subsidiaries employees or formally adopted or authorized any additional Employee Benefit Plan or any material change in or termination of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effectany existing Employee Benefit Plan. D. As of the most recent valuation date for any Pension Plan(l) The Company has, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)good faith, individually or in the aggregate properly classified for all Pension Plans purposes (determined based on assumptions used including for Tax purposes and for purposes of GAAPdetermining eligibility to participate in any Employee Benefit Plan) excluding all persons who have performed services for purposes or on behalf of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, could reasonably be expected to result in a Material Adverse EffectGroup Company.

Employee Benefit Plans. A. Company, (a) The Company and each of its Subsidiaries and, solely for purposes of Section 4980B of the Internal Revenue Code and Title IV of ERISA, each of their respective ERISA Affiliates are is in compliance in all material respects with all any applicable provisions and requirements of ERISA or applicable Law and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as would not reasonably be expected to cause a Material Adverse EffectPlans. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that IRS or an application for such Employee Benefit Plan a letter is so qualified and currently being processed by the IRS with respect thereto and, to the best knowledge of the Company, nothing has occurred subsequent which would prevent, or cause the loss of, such qualification, except to the issuance of extent any failure to obtain or apply for such determination letter which letter, or any such disqualification, would not reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. B. No ERISA Event has occurred or is reasonably expected to occur which would result in a liability in excess of $1,000,000 Material Adverse Effect. The Company and each ERISA Affiliate have made all required contributions to each Plan subject to the Pension Funding Rules, and no application for a funding waiver pursuant to the Pension Funding Rules has been made with respect to any Plan, except to the extent any failure to make such contributions, or is any such funding waiver, would not reasonably likely be expected to result in a Lien. C. Except to the extent required under Section 4980B of the Internal Revenue Code or otherwise required by law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates the liability for which would cause a Material Adverse Effect. D. As (b) There are no pending or, to the best knowledge of the most recent valuation date for Company, threatened claims, actions or lawsuits, or action by any Pension PlanGovernmental Person, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (determined based on assumptions used for purposes of GAAP) excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed an amount which, if payable, any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability in excess of $125,000,000; (iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) in excess of $125,000,000; (iv) neither the Company nor any ERISA Affiliate has participated in or participates in any Multiemployer Plan the withdrawal from which would reasonably be expected to result in liability to the Company or an ERISA Affiliate in excess of $125,000,000; and (v) neither the Company nor any ERISA Affiliate has engaged in a transaction subject to Section 4069 or 4212(c) of ERISA which would reasonably be expected to result in liability to the Company or an ERISA Affiliate in excess of $125,000,000.