Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision All of ERISA Parent's pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and (ii) is or was at any time during the last 5 years maintainedother benefit plans, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldcontracts, individually or collectivelyagreements, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAarrangements, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA "employee benefit plans", as defined under ERISA, incentive and the Codewelfare policies, which are applicable to such Plan. No assets of the Seller are or could be subjectcontracts, directly or indirectly, to any liability or lien by reason of any action or inaction taken with plans and arrangements and all trust agreements related thereto in respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired present directors, officers, or other employees of the Seller Parent or any affiliate, determined using assumptions that are reasonable in of its subsidiaries (hereinafter referred to collectively as the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h"Parent Employee Plans") of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance comply in all material respects with all applicable requirements imposed thereunderof ERISA, the Code and under Parts 6 and 7 other applicable laws; neither Parent nor any of Title I its subsidiaries has engaged in a "prohibited transaction" (as defined in Section 406 of ERISA generally, so that or Section 4975 of the Seller and any affiliate have no (and will not incur anyCode) loss, assessment, tax penalty or other sanction with respect to any such plan. There Parent Employee Plan which could subject Parent or any subsidiary to a material tax or penalty under Section 4975 of the Code or Section 502(i) of ERISA; and all contributions required to be made under the terms of any Parent Employee Plan have been timely made or have been reflected on Parent's balance sheet (ii) no liability to the PBGC has been or is expected by Parent or any of its subsidiaries to be incurred with respect to any Parent Employee Plan which is subject to Title IV of ERISA (a "Parent Pension Plan"), or with respect to any "single employer plan" (as defined in Section 4001(a)(15) of ERISA) currently or formerly maintained by Parent or any entity (an "ERISA Affiliate") which is considered one employer with Parent under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate Plan"); and no amendment to, written interpretation proceedings have been instituted to terminate any Parent Pension Plan or announcement ERISA Affiliate Plan and no condition exists that presents a material risk of the institution of such proceedings; (iii) no Parent Pension Plan or ERISA Affiliate Plan had an "accumulated funding deficiency" (as defined in Section 302 of ERISA (whether or not writtenwaived)) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level as of the expense incurred in respect thereof for last day of the fiscal end of the most recent plan year ended immediately ending prior to the Closing Date.date hereof; the fair market value of the assets of each Parent Pension Plan and ERISA Affiliate Plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such Parent Pension Plan or ERISA Affiliate Plan as of the end of the most recent plan year with respect to the respective Parent Pension Plan or ERISA Affiliate Plan ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Parent Pension Plan or ERISA Affiliate Plan prior to the date hereof, and there has been no material change in the financial condition of any such Parent Pension Plan or ERISA Affiliate Plan since the last day of the most

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect, (A) each of the Xxxxxx Benefit Plans has been operated and administered in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Xxxxxx Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Xxxxxx Benefit Plan provides benefits, including death or was at medical benefits (whether or not insured), with respect to current or former employees or directors of Xxxxxx or its Subsidiaries beyond their retirement or other termination of service, other than (I) coverage mandated by applicable Law or (II) death benefits or retirement benefits under any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate “employee pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as such term is defined in Section 3(2) of ERISA); (D) no liability under Title IV of ERISA has been incurred by Xxxxxx, includingits Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, without limitationand no condition exists that presents a risk to Xxxxxx, its Subsidiaries or any of their ERISA Affiliates of incurring a "liability thereunder; (E) no Xxxxxx Benefit Plan is a “multiemployer pension plan," ” (as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA, and no Employee ; (F) all contributions or other amounts payable by Xxxxxx or its Subsidiaries as of the Effective Time pursuant to each Xxxxxx Benefit Plan is maintained in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP; (G) neither Xxxxxx nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Xxxxxx or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Employee of the Xxxxxx Benefit Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datetrusts related thereto.

Employee Benefit Plans. To Seller's knowledgeExcept as set forth in the Schedule 6.22, the Seller is not a party to or obligated to contribute to: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and Employee Welfare Benefit Plan; (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans Pension Benefit Plan; or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by (iii) any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Other Employee Plan or other benefit arrangement providing health or medical benefits Arrangement in respect of any active employee present or former employees of the Seller under Seller. Copies of all of the terms of any such plan and descriptions thereof given foregoing (each a “Plan or Arrangement”) have been supplied to employeesBuyer. With respect to any Employee Plans Benefit Plan that covers any past or present employees of the Seller: (1) neither such Employee Benefit Plan nor, to the Seller’s Knowledge, any plan fiduciary has engaged in a prohibited transaction as defined in section 406 of ERISA (for which are "group health plans" no individual or class exemption exists under Section 4980B section 408 of ERISA) or any prohibited transaction as defined in section 4975 of the Code (for which no individual or class exemption exists under section 4975 of the Code) involving such Employee Benefit Plan that resulted in any liability which has not been satisfied; (2) all filings and Section 607(lreports as to such Employee Benefit Plan required to have been made to the IRS, to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) of ERISAthere is no litigation, there has been timely compliance in all material respects with all requirements imposed thereunderdisputed claim (other than routine claims for benefits), and under Parts 6 and 7 of Title I of ERISA generallyor governmental proceeding or investigation commenced, so that pending or, to the Seller and any affiliate have no (and will not incur any) lossSeller’s knowledge, assessment, tax penalty or other sanction threatened with respect to any such Employee Benefit Plan or its related trust; (4) such Employee Benefit Plan has been established, maintained, funded, and administered in all material respects in accordance with its governing documents and any applicable provisions of ERISA, the Code, and the regulations promulgated thereunder; (5) neither the Seller nor any ERISA Affiliate has, during the preceding five (5) year period, incurred any withdrawal liability from a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA. With respect to any Employee Benefit Plan that covers any past or present employees of the Seller and that is intended to be qualified under section 401(a) or section 501(c)(9) of the Code, except as set forth in the Disclosure Schedule, favorable determination or approval letters as to qualification of such Employee Benefit Plan under section 401(a) or section 501(c)(9) of the Code have been issued by the IRS and, to the Seller’s Knowledge, no event has occurred or condition exists that would adversely affect such qualification. With respect to any Other Employee Plan or Arrangement, whether or not subject to ERISA: (1) there is no litigation, disputed claim (other than routine claims for benefits), or governmental proceeding or investigation commenced or pending with respect to such Other Employee Plan or Arrangement that, if determined adversely, would cause a material liability; (2) such Other Employee Plan or Arrangement has been administered in all material respects in accordance with its governing agreement or other documents; and (3) if funding is required, such Other Employee Plan or Arrangement has been funded in accordance with its governing documents and such Other Employee Plan or Arrangement may be terminated without causing a material liability. There has not been no amendment to, written interpretation any termination or announcement (whether or not written) partial termination of any Employee Pension Benefit Plan maintained by the Seller or any affiliate relating toERISA Affiliate, or change during the period of such common control, at a time when Title IV of ERISA applied to such Plan that resulted in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior a liability to the Closing DateSeller that has not been satisfied.

Employee Benefit Plans. To Seller's knowledge: The Seller Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Pension Plan or Multiemployer Plan and have performed all their obligations under each Pension Plan or Multiemployer Plan. Each Pension Plan or Multiemployer Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has provided and/or identified each "employee benefit plan," received a favorable determination letter from the Internal Revenue Service indicating that such Pension Plan or Multiemployer Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Pension Plan or Multiemployer Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Pension Plan or Multiemployer Plan or any trust established under Title IV of ERISA in connection with a Pension Plan or a Multiemployer Plan has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. No Pension Plan is in “at risk status” as defined in Section 3(3430(i)(4) of the Code (without regard to the transition rule set forth in Section 430(i)(4)(B)). As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, 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 which (i) is subject to any provision zero. The Borrower, 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 (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate are not in material “default” (as defined in Section 407(d)(74219(c)(5) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant payments to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datea Multiemployer Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller Company has provided and/or identified each "employee benefit plan," not incurred, nor is it not reasonably expected to incur, any material liability related to a “prohibited transaction” as defined in under Section 3(3) 406 of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in below) or Section 407(d)(7) of ERISA) and covers any employee or former employee 4975 of the Seller Code, and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder with respect to any Employee Benefit Plan (as defined below). At no time has the Company or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" ERISA Affiliate (as defined below) maintained, sponsored, participated in, contributed to or has or had any liability or obligation in Section 3(2) respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, includingTitle IV of ERISA, without limitation, a "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 a liability under Section 4063 or 4064 of ERISA. Except as disclosed in the General Disclosure Package and the Final Prospectus, no Employee Benefit Plan provides or promises, or a "defined benefit plan," at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as defined in Section 3(35) and subject to Title IV may be required by the Consolidated Omnibus Budget Reconciliation Act of ERISA1985, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans as amended, or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly similar state or indirectly from sponsoring or participating in such Employee Plansforeign law. Each Employee Benefit Plan is and has been maintained operated in material compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulationsapplicable laws, including but not limited to, to ERISA and the CodeCode and no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would reasonably be expected to 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 be qualified under Code Section 401(a) has obtained a favorable determination or opinion letter from the U.S. Internal Revenue Service upon which are applicable it can rely or has applied (or has time remaining in which to apply) to the U.S. Internal Revenue Service for such Plan. No assets a determination or opinion letter prior to the expiration of the Seller are requisite period under applicable regulations or could be subject, directly or indirectly, pronouncements in which to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including apply for such purposes determination letter and to make any fund established pursuant amendments necessary to Section 401(h) of obtain a favorable determination or opinion, and any such determination or opinion letter remains in effect and has not been revoked; nothing has occurred since the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms date of any such plan and descriptions thereof given determination or opinion letter that is reasonably likely to employeesadversely affect such qualification. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(leach Foreign Benefit Plan (as defined below), such Foreign Benefit Plan (1) of ERISAif intended to qualify for special tax treatment, there has been timely compliance in meets all material respects with all requirements imposed thereunderfor such treatment, and under Parts 6 (2) if required by applicable law to be funded is funded to the level required by law (including, without limitation, through the purchase of appropriate insurance coverage), and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any all other Foreign Benefit Plans for which applicable accounting standards require the establishment of reserves, adequate reserves as determined under such plan. There has accounting standards have been no amendment to, written interpretation or announcement (whether or not written) by established on the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level accounting statements of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.applicable

Employee Benefit Plans. To Seller's knowledge: Neither any Credit Party nor any ERISA Affiliate maintains or contributes to any Employee Plan or any Multiemployer Plan other than those listed on Schedule 11.13 hereto. Each plan of any Credit Party or any ERISA Affiliate which is not a Multiemployer Plan and which is intended to be tax qualified under Code Section 401(a), has been determined by the Internal Revenue Service to qualify under Code Section 401(a), and the trusts created thereunder have been determined to be exempt from tax under the provisions of Code Section 501(a). Nothing has occurred with regard to any such plan which would cause the loss of such qualification or the imposition of any Code or ERISA tax liability or penalty to any Credit Party, or any ERISA Affiliate. Except as set forth on Schedule 11.13 hereto, with respect to each Employee Plan, all reports required under ERISA or any other applicable law or regulation to be filed by any Credit Party or any ERISA Affiliate with the relevant governmental authority have been duly filed and all such reports are 134 true and correct in all material respects as of the date given. Neither any Credit Party nor any ERISA Affiliate has engaged in a "prohibited transaction," as such term is defined in Code Section 4975 and Title I of ERISA, in connection with any Employee Plan which would subject any Credit Party or any ERISA Affiliate (after giving effect to any exemption) to a tax or penalty on prohibited transactions imposed by Code Section 4975 or Section 502 of ERISA which is either material or is attributable to a knowing violation of either of such sections. No plan has incurred an ERISA Event, nor has any accumulated funding deficiency (as defined in Code Section 412(a)) been incurred (without regard to any waiver granted under Code Section 412), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Benefit Plan. The Seller has provided and/or identified value of the assets of each Pension Benefit Plan subject to Title IV of ERISA equalled or exceeded the present value of the "employee benefit planliabilities," as defined in Section 3(3) Title IV of ERISA which of such plan as of the end of the preceding plan year using plan actuarial assumptions as in effect for such plan year. The funding methods used in connection with each Pension Benefit Plan are acceptable under ERISA and the actuarial assumptions and methods used in connection with such funding are reasonable. There are no claims (other than claims for benefits in the normal course), actions or lawsuits asserted or instituted against, and neither any Credit Party nor any ERISA Affiliate has knowledge of any threatened litigation or claims (other than claims for benefits in the ordinary course), against (i) is subject the assets of any Pension Benefit Plan or against any fiduciary of such Plan with respect to any provision the operation of ERISA and such Plan or (ii) is the assets of any employee welfare benefit plan within the meaning of ERISA Section 3(l) or was at against any time during fiduciary thereof with respect to the last 5 years maintainedoperation of any such plan. Neither any Credit Party nor any ERISA Affiliate has incurred (a) any liability to the PBGC (other than routine claims and premium payments), administered (b) any withdrawal liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA as a result of a complete or contributed to by partial withdrawal (within the Seller meaning of Section 4203 or any affiliate (as defined in Section 407(d)(7) 4205 of ERISA) from a Multiemployer Plan or (c) any liability under ERISA Section 4062 to the PBGC, or to a trustee appointed under ERISA Section 4042. No Credit Party or ERISA Affiliate has been notified or otherwise has knowledge that any Multiemployer Plan is insolvent or in reorganization within the meanings of Sections 4245 and covers 4241 of ERISA. Neither any employee or former employee of the Seller Credit Party nor any ERISA Affiliate nor any organization to which any Credit Party or any affiliate such ERISA Affiliate is a successor or under which parent corporation within the Seller or meaning of ERISA Section 4069(b) has engaged in a transaction within the meaning of ERISA Section 4069(a). Neither any affiliate has Credit Party nor any liability. Such plans are referred to collectively herein as ERISA Affiliate maintains an established welfare benefit plan within the "Employee Plans." None meaning of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(23(1) of ERISA, includingother than those listed on Schedule 11.13 hereto, without limitationwhich provides for continuing benefits or coverage for any participant -------------- or any beneficiary of a participant after such participant's termination of employment except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and the regulations thereunder or by applicable federal or other statutory law or regulation (whether domestic or foreign). Each Credit Party and each ERISA Affiliate maintaining a "multiemployer plan," as defined in welfare benefit plan within the meaning of Section 3(373(1) of ERISA, or a "defined benefit plan," as defined in Section 3(35) ERISA has complied with the notice and subject to Title IV continuation coverage requirements of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms COBRA and the requirements prescribed by regulations thereunder so as not to result in any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets material loss of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" deduction under Section 4980B 162 of the Code and Section 607(l) of ERISAor any material tax, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect liability to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Credit Party or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.ERISA Affiliate. 135

Employee Benefit Plans. To SellerHaven's knowledge: The Seller has provided and/or identified each Disclosure Letter contains a complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements and arrangements, including, but not limited to, "employee benefit planplans," as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject "ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any provision present or former directors, officers or other employees of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller Haven or any affiliate of its Subsidiaries (hereinafter referred to collectively as the "Haven Employee Plans"). All Haven Employee Plans comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws; there has occurred no "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) which is likely to result in the imposition of any material penalties or taxes under Section 502(i) of ERISA or Section 4975 of the Code upon Haven or any of its Subsidiaries. No liability to the Pension Benefit Guaranty Corporation ("PBGC") has been or is expected by Haven or any of its Subsidiaries to be incurred with respect to any Haven Employee Plan which is subject to Title IV of ERISA ("Haven Pension Plan"), or with respect to any "single-employer plan" (as defined in Section 4001(a) of ERISA) and covers currently or formerly maintained by Haven or any employee entity which is considered one employer with Haven under Section 4001(b)(1) of ERISA or former employee Section 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute Code (an "employee pension benefit planERISA Affiliate"). No Haven Pension Plan had an "accumulated funding deficiency" (as defined in Section 3(2302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof; the fair market value of the assets of each Haven Pension Plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such Haven Pension Plan as of the end of the most recent plan year with respect to the respective Haven Pension Plan ending prior to the date hereof, includingcalculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Haven Pension Plan as of the date hereof; and no notice of a "reportable event" (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any Haven Pension Plan within the 12-month period ending on the date hereof. Neither Haven nor any of its Subsidiaries has provided, without limitationor is required to provide, a security to any Haven Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. Neither Haven, its Subsidiaries, nor any ERISA Affiliate has contributed to any "multiemployer plan," as defined in Section 3(37) of ERISA, on or a after September 26, 1980. Each Haven Employee Plan that is an "defined employee pension benefit plan," (as defined in Section 3(353(2) of ERISA) and subject which is intended to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in be qualified under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithCode (a "Haven Qualified Plan") has received a favorable determination letter from the Internal Revenue Service ("IRS"), and that Haven and its Subsidiaries are not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no pending or, to Haven's knowledge, threatened litigation, administrative action or proceeding relating to any Haven Employee Plan. Except as provided elsewhere in this Agreement, there has been no announcement or commitment by Haven or any of its Subsidiaries to create an additional Haven Employee Plan, or to amend any Haven Employee Plan, except for amendments required by applicable law which do not materially increase the Seller shall retain all cost of such Haven Employee PlansPlan; and, including all Haven and its Subsidiaries do not have any obligations deriving directly for post-retirement or indirectly from sponsoring or participating in such Employee Plans. Each post-employment benefits under any Haven Employee Plan has been maintained in compliance with its terms and the requirements prescribed that cannot be amended or terminated upon 60 days' notice or less without incurring any liability thereunder, except for coverage required by any and all statutes, orders, rules and regulations, including but not limited to, Part 6 of Title I of ERISA and or Section 4980B of the Code, or similar state laws, the cost of which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained is borne by the Sellerinsured individuals. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant All contributions required to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller be made under the terms of any such plan and descriptions thereof given to employeesHaven Employee Plan have been timely made or have been reflected on Haven's Reports. With respect to Haven or any of its Subsidiaries, for Haven Employee Plans which are "group health plans" under Section 4980B listed in Haven's Disclosure Letter, the execution and delivery of this Agreement and the consummation of the Code transactions contemplated hereby will not result in any payment or series of payments by Haven or any of its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the Code), increase or secure (by way of a trust or other vehicle) any benefits payable under any Haven Employee Plan or accelerate the time of payment or vesting of any such benefit. With respect to each Haven Employee Plan, Haven has supplied to Queens a true and Section 607(lcorrect copy of (A) the annual report on the applicable form of the Form 5500 series filed with the IRS for the most recent three plan years, if required to be filed, (B) such Haven Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or other funding arrangement relating to such Haven Employee Plan, including amendments thereto, (D) the most recent summary plan description and summary of material modifications thereto for such Haven Employee Plan, if Haven Employee Plan is subject to Title I of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that (E) the Seller most recent actuarial report or valuation if such Haven Employee Plan is a Haven Pension Plan and any affiliate have no subsequent changes to the actuarial assumptions contained therein and (and will not incur anyF) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) the most recent determination letter issued by the Seller or any affiliate relating to, or change in employee participation or coverage under, any IRS if such Haven Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateis a Haven Qualified Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "With respect to all the employee benefit plan," as defined in Section 3(3) plans, programs and arrangements maintained for the benefit of ERISA which (i) is subject to any provision current or former employee, officer or director of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller RECO Companies or any affiliate of their respective Subsidiaries (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee RECO Benefit Plans." None of the Employee Plans would"), except for such matters as, individually or collectivelyin the aggregate, constitute an "employee pension benefit plan" as defined in Section 3(2could not reasonably be expected to have a RECO MAE, (a) each RECO Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of ERISAthe Code has received or has applied for a favorable determination letter from the IRS that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such RECO Benefit Plan or related trust, including(b) each RECO Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law and all required returns and filings for each RECO Benefit Plan have been timely made, without limitation(c) neither the RECO Companies nor any of their respective Subsidiaries has incurred any direct or indirect material liability under, a arising out of or by operation of Title I or Title IV of ERISA in connection with any RECO Benefit Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) except as set forth on Section 3.02(u) of the RECO Disclosure Schedule, all material contributions due and payable on or before the date hereof in respect of each RECO Benefit Plan have been made in full and in proper form, (e) except as set forth on Section 3.02(u) of the RECO Disclosure Schedule, neither the RECO Companies nor any of its Subsidiaries have ever sponsored or been obligated to contribute to any "multiemployer plan," (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or a "defined benefit plan," (as defined in Section 3(35) and subject to Title IV of ERISA), and no Employee Plan is maintained in connection with any trust described in (f) except as set forth on Section 501(c)(93.02(u) of the Code. It is understood RECO Disclosure Schedule and agreed that Buyer is not assuming except as otherwise required under ERISA, the Code or applicable state Laws, no RECO Benefit Plan currently or previously maintained by the RECO Companies or any Employee Plans of their respective Subsidiaries provides any post-retirement health or liabilities associated therewithlife insurance benefits, and that neither the Seller shall retain RECO Companies nor any of their respective Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, (g) all such Employee Plans, including all material reporting and disclosure obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms imposed under ERISA and the requirements prescribed Code have been satisfied with respect to each RECO Benefit Plan, and (h) except as set forth on Section 3.02(u) of the RECO Disclosure Schedule, no benefit or amount payable or which may become payable by RECO or any and all statutesof its Subsidiaries pursuant to any RECO Benefit Plan, ordersagreement or contract with any employee, rules and regulations, including but not limited to, ERISA and shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which are applicable is or may be subject to such Plan. No assets the imposition of any excise tax under Section 4999 of the Seller are Code or which could not reasonably be subject, directly or indirectly, expected to any liability or lien be deductible by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 280G of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i"ERISA")) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered maintained or contributed to by the Seller SPC or any affiliate trade or business (as defined in an "ERISA Affiliate") which is under common control with SPC within the meaning of Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as Code (the "SPC Employee Plans." None of "), SPC has made available to Allegro a true and complete copy of, to the extent applicable, (i) such SPC Employee Plans wouldPlan, individually or collectively(ii) the most recent annual report (Form 5500), constitute an "employee pension benefit plan" as defined in Section 3(2(iii) of ERISAeach trust agreement related to such SPC Employee Plan, including(iv) the most recent summary plan description for each SPC Employee Plan for which such a description is required, without limitation, a "multiemployer plan," as defined in Section 3(37(v) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and the most recent actuarial report relating to any SPC Employee Plan subject to Title IV of ERISA, ERISA and no (vi) the most recent United States Internal Revenue Service ("IRS") determination letter issued with respect to any SPC Employee Plan. (b) Each SPC Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such SPC Employee Plan is maintained in connection with any trust described in Section 501(c)(9) so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all qualified status of such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansplan. Each SPC Employee Plan has been maintained operated in compliance all material respects in accordance with its terms and the requirements prescribed by of applicable law. Neither SPC nor any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable Affiliate of SPC has incurred or is reasonably expected to such incur any material liability under Title IV of ERISA in connection with any SPC Employee Plan. No assets (c) Neither SPC nor any ERISA Affiliate thereof has withdrawn in a complete or partial withdrawal from any multi-employer plan within the meaning of Section 4001(a)(3) of ERISA prior to the Seller are Effective Time. Neither SPC nor any ERISA Affiliate thereof has contributed to or could be subject, directly or indirectly, been obligated to contribute to any liability or lien by reason multi-employer plan within the meaning of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l4001(a)(3) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.2.14

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Warner Chilcott Material Adverse Effect, (A) each of the Warner Chilcott Benefit Plans has been operated and administered in material compliance in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Warner Chilcott Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Warner Chilcott Benefit Plan provides benefits, including death or was at any time during the last 5 years maintainedmedical benefits (whether or not insured), administered with respect to current or contributed to former employees or directors of Warner Chilcott or its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Seller Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or comparable U.S. state law; (D) no liability under Title IV of ERISA has been incurred by Warner Chilcott, its Subsidiaries or any affiliate of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Warner Chilcott, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Warner Chilcott Benefit Plan is a “multiemployer pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA, and no Employee ; (F) all contributions or other amounts payable by Warner Chilcott or its Subsidiaries as of the Effective Time pursuant to each Warner Chilcott Benefit Plan is maintained in respect of current or prior plan years have been timely paid or accrued in accordance with US GAAP or applicable international accounting standards; (G) neither Warner Chilcott nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Warner Chilcott or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, or to the knowledge of Warner Chilcott, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee of the Warner Chilcott Benefit Plans or liabilities associated therewith, and any trusts related thereto that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating would result in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all a material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "With respect to all the employee benefit plan," as defined in Section 3(3) plans, programs and arrangements maintained for the benefit of ERISA which (i) is subject to any provision current or former employee, officer or director of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller AGH or any affiliate of its Subsidiaries (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldAGH BENEFIT PLANS"), except for such matters, as, individually or collectivelyin the aggregate, constitute an "employee pension benefit plan" as defined in Section 3(2could not be reasonably expected to have a AGH Material Adverse Effect, (a) each AGH Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified and to the Knowledge of AGH nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such AGH Benefit Plan or related trust, (b) each AGH Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law and all required returns and filings for each AGH Benefit Plan have been timely made, (c) neither AGH nor any of its Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of Title I or Title IV of the ERISA, includingin connection with any AGH Benefit Plan or other retirement plan or arrangement, without limitationand to the Knowledge of AGH no fact or event exists that could reasonably be expected to give rise to any such material liability, a (d) all material contributions due and payable on or before the date hereof in respect of each AGH Benefit Plan have been made in full and in proper form, (e) neither AGH nor any of its Subsidiaries has ever sponsored or been obligated to contribute to any "multiemployer plan," (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or a "defined benefit plan," (as defined in Section 3(35) and subject to Title IV of ERISA), (f) except as otherwise required under ERISA, the Code and applicable laws, no AGH Benefit Plan currently or previously maintained by AGH or any of its Subsidiaries provides any post-retirement health or life insurance benefits in the future, (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each AGH Benefit Plan, and (h) no Employee Plan is maintained in connection benefit or amount payable or which may become payable by AGH or any of its Subsidiaries pursuant to any AGH Benefit Plan, agreement or contract with any trust described in employee, shall constitute an "excess parachute payment," within the meaning of Section 501(c)(9280(G) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable is or may be subject to such Plan. No assets the imposition of any excise tax under Section 4999 of the Seller are Code or could which would not be subject, directly or indirectly, to any liability or lien deductible by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 280G of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller's knowledge: The Seller Each Credit Party and each of their respective ERISA Affiliates are in compliance with all applicable provisions of ERISA and the Internal Revenue Code with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has provided and/or identified received a favorable opinion or determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and to the knowledge of the Parent nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No material liability to the PBGC (other than required premium payments), or the Internal Revenue Service, has been or is reasonably expected to be incurred by any Credit Party or any of their ERISA Affiliates except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each "employee benefit plan," as defined in Multiemployer Plan for which the actuarial report is available, the potential liability of Parent, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 3(34203 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 an amount which (i) is subject could reasonably be expected to any provision have a Material Adverse Effect if required to be paid. Each Credit Party 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 (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate are not in material “default” (as defined in Section 407(d)(74219(c)(5) of ERISA) and covers any employee with respect to payments to a Multiemployer Plan. There have been no improper withdrawals or former employee applications of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are Pension Plans or the Employee Benefit Plans except as could be subjectnot, directly either individually or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over reasonably be expected to have a Material Adverse Effect. There are no outstanding disputes concerning the fair market value of any fund, reserve assets or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) liabilities of the Code). The Seller has reserved its right to amend Pension Plans or terminate any the Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee Benefit Plans as of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISAClosing Date, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to dispute arising after the Closing Date, that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no Pension Plan in respect of which an event has occurred that could reasonably be expected to require immediate or accelerated funding in respect of unfunded liabilities or other deficit amounts in excess of $1,000,000, individually or in the aggregate.

Employee Benefit Plans. To Seller's knowledge: The Seller 4.20.1. BAB has provided and/or identified previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which BAB or any member of the same controlled group of corporations, trades or businesses as BAB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) BAB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of BAB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications and all material employee communications prepared in connection with or pertaining to any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute BAB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and ERISA that would subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller BAB or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose its ERISA Affiliates to a material amount of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made. Except as disclosed in a list furnished by BAB to GBB (the "BAB Employee Plan List"), all Employee Plans were in effect for substantially all of 1998, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. To SellerSCCB's knowledge: The Seller has provided and/or identified each Disclosure Letter contains a ---------------------- complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements and arrangements, including, but not limited to, "employee benefit planplans," as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject "ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any provision present or former directors, officers or other employees of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller SCCB or any affiliate of its Subsidiaries (hereinafter collectively referred to as the "SCCB Employee Plans"). All of the SCCB Employee Plans comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws; there has occurred no "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) which is likely to result in the imposition of any penalties or taxes under Section 502(i) of ERISA) and covers any employee ERISA or former employee Section 4975 of the Seller Code upon SCCB or any affiliate of its Subsidiaries. Neither SCCB nor any of its Subsidiaries has provided, or is required to provide, security to any SCCB Pension Plan or to any single-employer plan of an ERISA Affiliate (as defined under which the Seller Section 4001(b)(1) of ERISA or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None Section 414 of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Code) pursuant to Section 3(2401(a)(29) of ERISAthe Code. Neither SCCB, includingits Subsidiaries, without limitation, a nor any ERISA Affiliate has contributed to any "multiemployer plan," as defined in Section 3(37) of ERISA, on or a after September 26, 1980. Each SCCB Employee Plan that is an "defined employee pension benefit plan," (as defined in Section 3(353(2) of ERISA) and subject which is intended to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in be qualified under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithCode (a "SCCB Qualified Plan") has received a favorable determination letter from the Internal Revenue Service ("IRS"), and that the Seller shall retain all SCCB and its Subsidiaries are not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no pending or, to SCCB's knowledge, threatened litigation, administrative action or proceeding relating to any SCCB Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPlan. Each Employee Plan There has been maintained no announcement or commitment by SCCB or any of its Subsidiaries to create an additional SCCB Employee Plan, or to amend any SCCB Employee Plan, except for amendments required by applicable law which do not materially increase the cost of such SCCB Employee Plan; and, except as specifically identified in compliance with SCCB's Disclosure Letter, SCCB and its terms and the requirements prescribed by Subsidiaries do not have any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of obligations for post-retirement health and medical or post-employment benefits for retired employees of the Seller or under any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any SCCB Employee Plan that cannot be amended or other benefit arrangement providing health terminated upon 60 days' notice or medical benefits in respect of less without incurring any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed liability thereunder, and under Parts except for coverage required by Part 6 and 7 of Title I of ERISA generallyor Section 4980B of the Code, so that or similar state laws, the Seller cost of which is borne by the insured individuals. Except as disclosed in SCCB's Disclosure Letter, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any payment or series of payments by SCCB or any of its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the Code), increase or secure (by way of a trust or other vehicle) any benefits payable under any SCCB Employee Plan or accelerate the time of payment or vesting of any such benefit. With respect to each SCCB Employee Plan, SCCB has supplied to UFB a true and correct copy of (A) the annual report on the applicable form of the Form 5500 series filed with the IRS for the most recent three plan years, if required to be filed, (B) such SCCB Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or other funding arrangement relating to such SCCB Employee Plan, including amendments thereto, (D) the most recent summary plan description and summary of material modifications thereto for such SCCB Employee Plan, if the SCCB Employee Plan is subject to Title I of ERISA, (E) the most recent actuarial report or valuation if such SCCB Employee Plan is an SCCB Pension Plan and any affiliate have no subsequent changes to the actuarial assumptions contained therein, and (and will not incur anyF) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) the most recent determination letter issued by the Seller or any affiliate relating to, or change in employee participation or coverage under, any IRS if such SCCB Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateis an SCCB Qualified Plan.

Employee Benefit Plans. (i) To Seller's the Company’s knowledge: The Seller , no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code (as defined below) and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has provided and/or identified each "employee benefit occurred with respect to any Employee Benefit Plan (as defined below). At no time has the Company or any ERISA Affiliate (as defined below) maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan 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(33(37) of ERISA or any multiple employer plan for which (i) is subject to the Company or any provision ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA and (ii) is ERISA. No Employee Benefit Plan provides or was promises, or at any time during the last 5 years maintainedprovided or promised, administered retiree health, life insurance, or contributed to other retiree welfare benefits except as may be required by the Seller Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any affiliate 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 407(d)(7) 4043 of ERISA) and covers no condition exists that would subject the Company or any employee ERISA Affiliate to any material tax, fine, lien, penalty or former employee liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to 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 Seller 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 affiliate or obligations under which any collective bargaining agreement with any union and, to the Seller or Company’s knowledge, no organization efforts are underway with respect to Company employees. As used in this Agreement, “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "“employee pension benefit plan" as defined in ” within the meaning of Section 3(23(3) of ERISA, including, without limitation, a "multiemployer plan," all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (A) any current or former employee, director or independent contractor of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (B) the Company or any of 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 Affiliate” means any member of the company’s controlled group as defined in Code Section 3(37414(b), (c), (m) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Codeo). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Covidien Material Adverse Effect, (A) each of the Covidien Benefit Plans has been operated and administered in compliance with its terms and in accordance with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Covidien Benefit Plan is subject to any provision Title IV or Section 302 of ERISA and or Section 412 or 4971 of the Code; (iiC) is no Covidien Benefit Plan provides benefits, including death or was at any time during the last 5 years maintainedmedical benefits (whether or not insured), administered with respect to current or contributed to former employees or directors of Covidien or its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Seller Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or comparable U.S. state or foreign law; (D) no liability under Title IV of ERISA has been incurred by Covidien, its Subsidiaries or any affiliate of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Covidien, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Covidien Benefit Plan is a “multiemployer pension plan” (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 3(35) and subject to Title IV 4063 of ERISA; (F) all contributions or other amounts payable by Covidien or its Subsidiaries as of the Effective Time pursuant to each Covidien Benefit Plan in respect of current or prior plan years have been timely paid or, and no Employee Plan is maintained to the extent not yet due, have been accrued in accordance with U.S. GAAP or applicable international accounting standards; (G) neither Covidien nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Covidien or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 501(c)(9409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. It is understood ; and agreed that Buyer is not assuming (H) there are no pending, or to the knowledge of Covidien, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee of the Covidien Benefit Plans or liabilities associated therewith, and any trusts related thereto that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating would result in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all a material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "With respect to all the employee benefit plan," as defined plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of the Company or any of its Subsidiaries (the "Company Benefit Plans"), except for such matters as, individually or in Section 3(3the aggregate, could not reasonably be expected to have a Company MAE, (a) each Company Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of ERISA which the Code has received a favorable determination letter from the IRS that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such Company Benefit Plan or related trust, (ib) is subject to each Company Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law and all required returns and filings for each Company Benefit Plan have been timely made, (c) neither the Company nor any provision of ERISA and (ii) is its Subsidiaries has incurred any direct or was at any time during the last 5 years maintainedindirect material liability under, administered arising out of or contributed to by the Seller operation of Title I or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None Title IV of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended ("ERISA"), in connection with any Company Benefit Plan or collectivelyother retirement plan or arrangement, constitute an "employee pension benefit plan" and no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) except as defined in set forth on Section 3(23.01(p) of ERISAthe Disclosure Schedule, includingall material contributions due and payable on or before the date hereof in respect of each Company Benefit Plan have been made in full and in proper form, without limitation(e) except as set forth on Section 3.01(p) of the Disclosure Schedule, a neither the Company nor any of its Subsidiaries have ever sponsored or been obligated to contribute to any "multiemployer plan," (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or a "defined benefit plan," (as defined in Section 3(35) and subject to Title IV of ERISA), and no Employee Plan is maintained in connection with any trust described in (f) except as set forth on Section 501(c)(93.01(p) of the Code. It is understood Disclosure Schedule and, except as otherwise required under ERISA, the Code and agreed that Buyer is not assuming applicable state Laws, no Company Benefit Plan currently or previously maintained by the Company or any Employee Plans of its Subsidiaries provides any post-retirement health or liabilities associated therewithlife insurance benefits, and that neither the Seller shall retain Company nor any of its Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, (g) all such Employee Plans, including all material reporting and disclosure obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms imposed under ERISA and the requirements prescribed Code have been satisfied with respect to each Company Benefit Plan, and (h) except as set forth on Section 3.01(p) of the Disclosure Schedule, no benefit or amount payable or which may become payable by the Company or any and all statutesof its Subsidiaries pursuant to any Company Benefit Plan, ordersagreement or contract with any employee, rules and regulations, including but not limited to, ERISA and shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which are applicable is or may be subject to such Plan. No assets the imposition of any excise tax under Section 4999 of the Seller are Code or which could not reasonably be subject, directly or indirectly, expected to any liability or lien be deductible by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 280G of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller's knowledge: The Seller 4.20.1. BCS has provided and/or identified previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which BCS or any member of the same controlled group of corporations, trades or businesses as BCS within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) BCS or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of BCS or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications and all material employee communications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute BCS does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and ERISA that would subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller BCS or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose its ERISA Affiliates to a material amount of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. To the best of BCS's knowledge, no event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. To the best of BCS's knowledge, all amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws which are required to have been made as of the date hereof have been made. Except as disclosed in a list furnished by BCS to GBB (the "BCS Employee Plan List"), all Employee Plans were in effect for substantially all of 1998, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "All material employee benefit plan," as defined in Section 3(3) plans, compensation arrangements and other benefit arrangements covering employees of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate of its Subsidiaries (as defined in Section 407(d)(7) of ERISAthe "Seller Benefit Plans") and covers all employee agreements providing for compensation, severance or other benefits to any employee or former employee of the Seller or any affiliate or under which of its Subsidiaries are listed in Section 3.15 in the Seller or Disclosure Letter. True, correct and complete copies of the following documents with respect to each of the Seller Benefit Plans have been made available by the Seller to the Purchaser: (i) any affiliate has any liabilityplans and related trust documents and amendments thereto, (ii) summary plan descriptions and material modifications thereto, (iii) written communications made since January 1, 2000 to employees relating to the Seller Benefit Plans, (iv) written descriptions of all non-written agreements relating to the Seller Benefit Plans and (v) the form of the option agreements for each of the Company's stock option plans. Such plans are referred to collectively herein as The Seller Benefit Plans comply in all material respects with the "Employee Plans." None requirements of the Employee Plans wouldRetirement Income Security Act of 1974, individually or collectivelyas amended ("ERISA"), constitute an "employee pension benefit plan" as defined in and the Code and other applicable laws, and any Seller Benefit Plan intended to be qualified under Section 3(2401(a) of ERISA, including, without limitation, the Code will be the subject of an application for a "multiemployer plan," as defined in determination letter within the remedial amendment period under Section 3(37401(b) of ERISAthe Code or is a model prototype plan and continues to satisfy in all material respects the requirements for such qualification. Neither the Seller nor any of its Subsidiaries nor any ERISA Affiliate of the Seller maintains, contributes to or a "defined has maintained or contributed in the past six (6) years to any benefit plan," as defined in Section 3(35) and subject to plan which is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It Neither any Seller Benefit Plan, nor the Seller 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 any material transaction that is understood reasonably likely to result in any such material liability or penalty. Each of the Seller and agreed that Buyer is not assuming its Subsidiaries and any Employee Plans or liabilities associated therewithERISA Affiliate which maintains a "group health plan" within the meaning of Section 5000(b)(1) of the Code has complied in all material respects with the notice and continuation requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder (COBRA), and that the creditable coverage certification requirements and limitations on pre-existing condition exclusion requirements of Section 9801 of the Code, Part 7 of Subtitle B of Title I of ERISA and the regulations thereunder (HIPAA). Except as set forth in Section 3.15 of the Seller shall retain all such Employee PlansDisclosure Letter, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee each Seller Benefit Plan has been maintained and administered in material compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, with ERISA and the CodeCode to the extent applicable thereto and all other applicable laws. There is no pending or, which are applicable to such Plan. No assets the knowledge of the Seller, threatened or anticipated material Litigation against or otherwise involving any of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has Benefit Plans and no liability in respect of post-retirement health and medical material Litigation (excluding claims for benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable incurred in the aggregate, over the fair market value ordinary course of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(hSeller Benefit Plan activities) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty brought against or other sanction with respect to any such planSeller Benefit Plan. There All contributions required to be made as of the date hereof to the Seller Benefit Plans have been made or provided for. Except as set forth in Section 3.15 of the Seller Disclosure Letter, as described in the SEC Reports or as required by Law, neither the Seller nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides or has been any material 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 Seller 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. Except as set forth in Section 3.15 of the Seller Disclosure Letter, (i) there are no amendment to, written interpretation or announcement outstanding options (whether or not writtenvested) to purchase stock of the Seller, (ii) the form of each option issued under any of the Company's stock option plans is identical in all material respects to the form of the option agreement for such plan made available to the Purchaser, (iii) the execution, delivery and performance of, and consummation of the transactions contemplated by, this Agreement will not entitle any current or former employee, director, officer, consultant, independent contractors, contingent worker or leased employee (or any of their dependents, spouses or beneficiaries) of the Seller to severance pay, accelerate the time of payment or vesting of any stock options or other payments (other than vesting under the Seller's 401(k) plan) or increase the amount of compensation due any such person, and (iv) there are no agreements in effect between the Seller or any Subsidiary and any individual retained by the Seller or any affiliate relating to, Subsidiary to provide services as a consultant or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateindependent contractor.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "(a) With respect to the employee benefit plan," plans, as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), sponsored or otherwise maintained by UBC, whether written or oral, in which UBC participates as a participating employer; to which UBC contributes and including any such plans which within the preceding six (6) years have been terminated, merged into another plan of UBC, frozen or discontinued (collectively, the "UBC Plans") except as set forth on Schedule 2.13 of the Disclosure Schedules: (i) is subject to any provision of ERISA all such UBC Plans have been, in all respects, maintained in compliance with the requirements prescribed by all applicable statutes, orders and (ii) is governmental rules or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAregulations, including, without limitation, a ERISA, the Code, and Treasury and Labor Regulations promulgated thereunder; (ii) all UBC Plans intended to constitute tax-qualified plans under Section 401(a) of the Code have received favorable determination letters from the Internal Revenue Service ("multiemployer plan,Service") with respect to "GUST" (as defined in Section 3(372 of Rev. Proc.2002-6), and have been amended by the adoption of a "good faith EGTRRA amendment" as that phrase is defined in IRS Notice 2001-42, and Unified is not aware of any circumstances likely to result in revocation of any such favorable determination letter; (iii) no UBC Plan (or its related trust) holds any stock or other securities of UBC or any related or affiliated person or entity; (iv) neither Unified nor UBC has engaged in any transaction that may subject UBC, or any UBC Plan, to a civil penalty imposed by Section 502 of ERISA, or a "defined benefit plan," ; (v) no non-exempt prohibited transaction (as defined in Section 3(35) 406 of ERISA and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described as defined in Section 501(c)(94975(c) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan ) has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken occurred with respect to any Employee Plan maintained by UBC Plan; (vi) there are no actions, suits, proceedings or claims pending (other than routine claims for benefits) or, to the Seller. The Seller has no liability in respect knowledge of post-retirement health and medical benefits for retired employees of the Seller or Unified, threatened, against UBC, any affiliateUBC Plan, determined using assumptions that are reasonable in the aggregate, over the fair market value any fiduciary of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee UBC Plan or other benefit arrangement providing health or medical benefits in respect the assets of any active employee of the Seller under the terms of any such plan and descriptions thereof given UBC Plan as to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate UBC would have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateliability.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified All Centura Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws, the breach or violation of which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Centura. For purposes of this Agreement, the term "Centura Plan" means each "bonus, incentive compensation, severance pay, medical, or other insurance program, retirement plan, or other employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is plan program, agreement, or was at any time during the last 5 years arrangement sponsored, maintained, administered or contributed to by the Seller Centura or any affiliate (as defined in trade or business, whether or not incorporated, that together with Centura or any of its Subsidiaries would be deemed a "single employer" under Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller or any affiliate Internal Revenue Code (a "Centura ERISA Affiliate") or under which the Seller Centura or any affiliate Centura ERISA Affiliate has any liabilityLiability or obligation. Such plans are referred No Liability under Title IV of ERISA has been incurred by Centura or any Centura ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a Material risk to collectively herein as the "Employee Plans." None Centura or any Centura ERISA Affiliate of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and incurring any such Liability. With respect to any Centura Plan that is subject to Title IV of ERISA, and no Employee Plan is maintained full payment has been made, or will be made in connection accordance with any trust described in Section 501(c)(9404(a)(6) of the Internal Revenue Code. It , of all amounts that Centura or any Centura ERISA Affiliate is understood and agreed that Buyer is not assuming any Employee Plans required to pay under Section 412 of the Internal Revenue Code or liabilities associated therewithunder the terms of the Centura Plans, and that no accumulated funding deficiency (within the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets meaning of Section 412 of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Internal Revenue Code) exists with respect to any Employee Plan maintained by Centura Plan. There are no Material actions, suits, or claims pending, or, to the Seller. The Seller has no liability in respect Knowledge of post-retirement health and medical benefits for retired employees of the Seller Centura, threatened or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect anticipated relating to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planCentura Plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or Material adverse change in employee participation the financial position or coverage under, funded status of any Employee Centura Plan which would increase that is subject to Title IV of ERISA since the expense of maintaining such Employee Plan above the level date of the expense incurred information relating to the financial position and funded status of each such plan contained in respect thereof Centura's Form 10-K filed for the fiscal year ended immediately prior to the Closing DateDecember 31, 1998.

Employee Benefit Plans. To Seller's knowledge: The Seller (a) Diageo has provided and/or identified made available to General Xxxxx copies of each "employee benefit plan," as defined material Employee Plan (and, if applicable, related trust agreements) and all amendments thereto together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto, summary plan description and any material modifications thereto, annual financial report and actuarial valuation report prepared in connection with any such Employee Plan and all trust agreements, insurance contracts and other funding vehicles relating thereto. Section 3(33.19(a) of ERISA which the Diageo Disclosure Schedule identifies each such Employee Plan that is (i) is subject to any provision of ERISA and a Multiemployer Plan, (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAPlan, and no Employee Plan is (iii) maintained in connection with any trust described in Section 501(c)(9) of the Code or (iv) is funded through a welfare benefit fund within the meaning of Section 419 of the Code. It (b) Each Employee Plan that is understood intended to be qualified under Section 401(a) of the Code and agreed each trust created under any such Plan that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that intended to be exempt from tax under Section 501(a) of the Seller shall retain all Code has received a favorable determination letter from the IRS. Diageo has made available to General Xxxxx the most recent determination letter of the Internal Revenue Service relating to each such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPlan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable except where the failure to such Plan. No assets of the Seller are be in compliance would not, individually or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over have or reasonably be expected to have a Pillsbury Material Adverse Effect. A-20 <PAGE> (c) Diageo has made available to General Xxxxx copies (or if there is no written plan document, any existing written descriptions) of each material Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto. Each such Benefit Arrangement has been maintained in substantial compliance with its terms and with the fair market value of requirements prescribed by any fundand all applicable statutes, reserve orders, rules and regulations and has been maintained in good standing with applicable regulatory authorities, except where the failure to be in compliance or other assets segregated for to maintain good standing would not, individually or in the purpose of satisfying such liability aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect. (d) Each International Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations (including for any special provisions relating to qualified plans where such purposes any fund established pursuant Plan was intended so to Section 401(hqualify) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely maintained in good standing with applicable regulatory authorities, except where the failure to be in compliance or to maintain good standing would not, individually or in all material respects with all requirements imposed thereunderthe aggregate, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect reasonably be expected to any such planhave a Pillsbury Material Adverse Effect. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Seller Pillsbury or any affiliate of its Subsidiaries relating to, or change in employee participation or coverage under, any Employee International Plan which that would increase materially the expense of maintaining such Employee International Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended immediately prior to the Closing Datedate hereof. Each such International Plan that is intended to be funded and/or book-reserved is fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (e) Diageo's Disclosure Schedule contains a complete list of all material Employee Plans and material Benefit Arrangements. Except as specifically provided in the foregoing documents made available to General Xxxxx, and except as set forth in Section 5.4 of the Diageo Disclosure Schedule, no amendments to any Employee Plan or Benefit Arrangement have been adopted or approved nor has any Business Entity undertaken to make any such amendments or to adopt or approve any new Employee Plan or Benefit Arrangement, except as would not materially increase the obligations of any Business Entity under such amendment or new Employee Arrangement. (f) With respect to each Title IV Plan, except as would not, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Code Section 412 or Section 302 of ERISA, whether or not waived; (ii) 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 will not result in the occurrence of any such reportable event; (iii) all premiums to the PBGC have been timely paid in full; (iv) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by any of the Business Entities; (v) the actuarial present value of the accumulated plan benefits under such Title IV Plan (whether or not vested) as of the close of its most recent plan year did not exceed the fair market value of the assets allocable thereto, and there are no facts or circumstances that would materially change the funded status of any such Title IV Plan since the close of such plan year; and (vi) the PBGC has not instituted proceedings to terminate any such Title IV Plan and, to Diageo'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 Title IV Plan. (g) None of the Business Entities nor any of their respective ERISA Affiliates has incurred any material Withdrawal Liability that has not been satisfied in full. With respect to each Employee Plan that is a Multiemployer Plan and except as would not, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect: (i) if any of A-21 <PAGE> the Business Entities or any of their respective ERISA Affiliates were to experience a withdrawal or partial withdrawal from such plan, no material Withdrawal Liability would be incurred; and (ii) none of the Business Entities, nor any of their respective ERISA Affiliates has received any notification, nor does any of them have knowledge, that any such Employee Plan is in reorganization, has been terminated, is insolvent, or may reasonably be expected to be in reorganization, to be insolvent, or to be terminated. (h) Diageo's Disclosure Schedule sets forth: (i) each Employee Arrangement under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event such as termination of employment) 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 or director of any Business Entity, or for which any Business Entity could be liable in an amount which would be material, or would limit the right of any of the Business Entities to amend, merge, terminate or receive a reversion of assets from any Employee Arrangement or related trust; and (ii) estimates of the aggregate dollar amounts payable by the Business Entities pursuant to or with respect to bonuses and other incentive compensation in connection with or as a result of the consummation of the transactions contemplated hereby. (i) There are no pending or, to Pillsbury's knowledge, threatened claims (other than claims for benefits in the ordinary course), investigations, lawsuits or arbitrations which have been asserted or instituted against the Employee Arrangements, any fiduciaries thereof with respect to their duties to such Employee Arrangements or the assets of any of the trusts under any of such Employee Arrangements which would reasonably be expected to result in any liability of any Business Entity to the PBGC, the Department of Treasury, the Department of Labor, or any other U.S. or foreign governmental authority, or to any of such Employee Arrangements, any participant in any such Employee Arrangement, or any other party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect. Without limiting the generality of the foregoing, none of the Business Entities has any actual or contingent liability under any such Employee Arrangement or under any applicable law or regulation for pay or benefits incurred as a result of corporate restructuring, downsizing, layoffs or similar events that has not been fully satisfied or adequately reserved for in the audited consolidated financial statements (including the related notes) and unaudited consolidated financial statements (including the related notes) of the Business Entities, except as would not, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect. Section 3.20.

Employee Benefit Plans. To Seller's knowledge: The Seller has (a) First Lancaster and the Bank have previously provided and/or identified to CKF Bancorp true and complete copies of each "employee pension benefit plan," as defined in Section 3(33(2) of ERISA which (i) is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during retired, of First Lancaster, the last 5 years maintained, administered or contributed to by the Seller Bank or any affiliate (as First Lancaster Subsidiary or any other entity which is a member of a controlled group or is under common control with First Lancaster, the Bank or any First Lancaster Subsidiary in the manner defined and further described in Section 407(d)(7414(b), (c), (m), or (o) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilityInternal Revenue Code. Such plans are hereinafter referred to collectively herein as the "Employee Pension Benefit Plans." None ", and each such Employee Pension Benefit Plan is listed in Schedule 4.28(a) hereto. First Lancaster and the Bank have also provided to CKF Bancorp true and complete copies of all trust agreements, collective bargaining agreements, and insurance contracts related to such Employee Pension Benefit Plans. To the best knowledge of First Lancaster and the Bank, each Employee Pension Benefit Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Internal Revenue Code. Copies of the latest determination letters concerning the qualified status of each Employee Pension Benefit Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code have been provided to CKF Bancorp. Each of the Employee Pension Benefit Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined has been operated in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection material conformity with any trust described in Section 501(c)(9) the written provisions of the Code. It is understood applicable plan documents which have been delivered to CKF Bancorp and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in material compliance with its terms and the requirements prescribed by any and all statutes, orders, rules rules, and regulationsregulations including, including but not limited to, ERISA and the Internal Revenue Code, which are applicable to such PlanEmployee Pension Benefit Plans. No assets To the extent that the operation of an Employee Pension Benefit Plan by First Lancaster or the Bank has deviated from the written provisions of the Seller are or could be subjectplan, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability such material operational deviations have been disclosed in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(hSchedule 4.28(a) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employeeshereto. With respect to any Employee Pension Benefit Plans which are "group health plans" under Section 4980B subject to the annual report requirement of ERISA or to the annual return requirements of the Code Internal Revenue Code, all required annual reports and Section 607(lannual returns, or such other documents as may have been required as alternative means of compliance with the annual report requirement, have been completely and timely filed. Copies of all such annual returns/reports, including all attachments and Schedules, for the three (3) of ERISA, there has plan years immediately preceding the current date have been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with delivered to CKF Bancorp. With respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) Employee Pension Benefit Plans which complied with the annual return requirement by the Seller or any affiliate relating to, or change in employee participation or coverage undersatisfaction of an alternate compliance method, any Employee Plan which would increase documents required to be filed with the expense Department of maintaining Labor in satisfaction of such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior requirements have been provided to the Closing DateCKF Bancorp.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA which (iERISA) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered maintained or contributed to by the Seller Allegro or any affiliate (as defined in ERISA Affiliate thereof which is under common control with Allegro within the meaning of Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as Code (the "Allegro Employee Plans." None of "), Allegro has made available to SPC a true and complete copy of, to the extent applicable, (i) such Allegro Employee Plans wouldPlan, individually or collectively(ii) the most recent annual report (Form 5500), constitute an "employee pension benefit plan" as defined in Section 3(2(iii) of ERISAeach trust agreement related to such Allegro Employee Plan, including(iv) the most recent summary plan description for each Allegro Employee Plan for which such a description is required, without limitation, a "multiemployer plan," as defined in Section 3(37(v) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and the most recent actuarial report relating to any Allegro Employee Plan subject to Title IV of ERISA, ERISA and no (vi) the most recent IRS determination letter issued with respect to any Allegro Employee Plan. (b) Each Allegro Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Allegro Employee Plan is maintained in connection with any trust described in Section 501(c)(9) so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all qualified status of such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansplan. Each Allegro Employee Plan has been maintained operated in compliance all material respects in accordance with its terms and the requirements prescribed by of applicable law. Neither Allegro nor any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable Affiliate of Allegro has incurred or is reasonably expected to such incur any material liability under Title IV of ERISA in connection with any Allegro Employee Plan. No assets (c) Neither Allegro nor any ERISA Affiliate thereof has withdrawn in a complete or partial withdrawal from any multi-employer plan within the meaning of Section 4001(a)(3) of ERISA prior to the Seller are Effective Time. Neither Allegro nor any ERISA Affiliate thereof has contributed to or could be subject, directly or indirectly, been obligated to contribute to any liability or lien by reason multi-employer plan within the meaning of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l4001(a)(3) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.3.14

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified All FCC Plans have complied with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws, the breach or violation of which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FCC. For purposes of this Agreement, the term "FCC Plan" means each "bonus, incentive compensation, severance pay, medical or other insurance program, retirement plan, or other employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is plan program, agreement, or was at any time during the last 5 years arrangement sponsored, maintained, administered or contributed to by the Seller FCC or any affiliate (as defined in trade or business, whether or not incorporated, that together with FCC or any of its Subsidiaries would be deemed a "single employer" under Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller or any affiliate Internal Revenue Code (a "FCC ERISA Affiliate") or under which the Seller FCC or any affiliate FCC ERISA Affiliate has any liabilityLiability or obligation. Such plans are referred No Liability under Title IV of ERISA has been incurred by FCC or any FCC ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a Material risk to collectively herein as the "Employee Plans." None FCC or any FCC ERISA Affiliate of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and incurring any such Liability. With respect to any FCC Plan that is subject to Title IV of ERISA, and no Employee Plan is maintained full payment has been made, or will be made in connection accordance with any trust described in Section 501(c)(9404(a)(6) of the Internal Revenue Code. It , of all amounts that FCC or any FCC ERISA Affiliate is understood and agreed that Buyer is not assuming any Employee Plans required to pay under Section 412 of the Internal Revenue Code or liabilities associated therewithunder the terms of the FCC Plans, and that no accumulated funding deficiency (within the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets meaning of Section 412 of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Internal Revenue Code) exists with respect to any Employee Plan maintained by FCC Plan. There are no Material actions, suits, or claims pending, or, to the Seller. The Seller has no liability in respect Knowledge of post-retirement health and medical benefits for retired employees of the Seller FCC, threatened or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect anticipated relating to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planFCC Plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or Material adverse change in employee participation the financial position or coverage under, funded status of any Employee FCC Plan which would increase that is subject to Title IV of ERISA since the expense of maintaining such Employee Plan above the level date of the expense incurred in respect thereof for the fiscal year ended immediately prior information relating to the Closing Datefinancial position and funded status of each such plan contained in the most recent FCC Form 10-K filed with the SEC.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each (a) A "employee benefit planREPORTABLE EVENT" or "REPORTABLE EVENTS," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject failure to Title IV make a required installment or other payment (within the meaning of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9SECTION 412(N)(1) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith), and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken have occurred with respect to any Employee Plan maintained or Plans that is expected to result in liability of Borrower to the PBGC or to a Plan in an aggregate amount exceeding $1,000,000 and, within 30 days after the reporting of any such Reportable Event to Administrative Agent or after the receipt by Administrative Agent of a statement required pursuant to SECTION 8.3(D) hereof, Administrative Agent shall have notified Borrower in writing that (i) Required Lenders have made a reasonable determination that, on the basis of such Reportable Event or Reportable Events or the failure to make a required payment, there are grounds under TITLE IV of ERISA for the termination of such Employee Plan or Plans by the Seller. The Seller has no liability in respect PBGC, or the appointment by the appropriate United States district court of post-retirement health and medical benefits for retired employees a trustee to administer such Employee Plan or Plans or the imposition of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established a lien pursuant to Section 401(hSECTION 412(N) of the Code). The Seller Code in favor of an Employee Plan and (ii) as a result thereof a Default exists hereunder; or (b) Borrower or any ERISA Affiliate has reserved its right provided to amend any affected party a 60-day notice of intent to terminate an Employee Plan pursuant to a distress termination in accordance with SECTION 4041(C) of ERISA if the liability expected to be incurred as a result of such termination will exceed $1,000,000; or (c) a trustee shall be appointed by a United States district court to administer any such Employee Plan; or (d) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any such Employee Plan; or (e)(i) Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability (within the meaning of SECTION 4201 of ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate does not have reasonable grounds for contesting such withdrawal liability or is not contesting such withdrawal liability in a timely and appropriate manner and (iii) the amount of such withdrawal liability specified in such notice, when aggregated with all other benefit arrangement providing health or medical benefits amounts required to be paid to Multiemployer Plans in respect of any active employee connection with withdrawal liabilities (determined as of the Seller under date or dates of such notification), exceeds $1,000,000; or (f) Borrower or any ERISA Affiliate shall have been notified by the terms sponsor of any a Multiemployer Plan that such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B Multiemployer Plan is in reorganization or is being terminated, within the meaning of the Code and Section 607(l) TITLE IV of ERISA, there has if solely as a result of such reorganization or termination the aggregate annual contributions of Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or have been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that or are being terminated have been or will be increased over the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect amounts required to any be contributed to such plan. There has been no amendment to, written interpretation or announcement (whether or not written) Multiemployer Plans for their most recently completed plan years by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datean amount exceeding $1,000,000.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified All UPC Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws, the breach or violation of which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC. For purposes of this Agreement, the term "UPC Plan" means each "bonus, incentive compensation, severance pay, medical or other insurance program, retirement plan, or other employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is plan program, agreement, or was at any time during the last 5 years arrangement sponsored, maintained, administered or contributed to by the Seller UPC or any affiliate (as defined in trade or business, whether or not incorporated, that together with UPC or any of its Subsidiaries would be deemed a "single employer" under Section 407(d)(7) 4001 of ERISA) and covers any employee ERISA or former employee Section 414 of the Seller or any affiliate Internal Revenue Code (a "UPC ERISA Affiliate") or under which the Seller UPC or any affiliate UPC ERISA Affiliate has any liabilityLiability or obligation. Such plans are referred No Liability under Title IV of ERISA has been incurred by UPC or any UPC ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a Material risk to collectively herein as the "Employee Plans." None UPC or any UPC ERISA Affiliate of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and incurring any such Liability. With respect to any UPC Plan that is subject to Title IV of ERISAERISA full payment has been made, or will be made in accordance with Section 404(a)(6) of the Internal Revenue Code, of all amounts that UPC or any UPC ERISA Affiliate is required to pay under Section 412 of the Internal Revenue Code or under the terms of the UPC Plans, and no Employee Plan is maintained in connection with any trust described in accumulated funding deficiency (within the meaning of Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is Internal Revenue Code or Section 302 ERISA, whether or not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken waived) exists with respect to any Employee Plan maintained by UPC Plan. There are no Material actions, suits, or claims pending, or, to the Seller. The Seller has no liability in respect Knowledge of post-retirement health and medical benefits for retired employees of the Seller UPC, threatened or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect anticipated relating to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planUPC Plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or Material adverse change in employee participation the financial position or coverage under, funded status of any Employee UPC Plan which would increase that is subject to Title IV of ERISA since the expense of maintaining such Employee Plan above the level date of the expense incurred in respect thereof for the fiscal year ended immediately prior information relating to the Closing Datefinancial position and funded status of each such plan contained in the most recent Annual Report on Form 10-K filed by UPC with the SEC.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified Company, each "employee benefit plan," as defined of its Subsidiaries and each of their respective ERISA Affiliates are in Section 3(3) of ERISA which (i) is subject to any provision compliance with all applicable provisions and requirements of ERISA and (iithe 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 for such noncompliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code is so qualified or was at will be qualified by admission of such Plan for an IRS determination in a timely fashion, if not already submitted, and the timely making of such amendments as may be required as a condition for issuance of a favorable determination. No ERISA Event has occurred or as of the date hereof is reasonable expected to occur where such Event individually or in the aggregate would have a Material Adverse Effect. As of the most recent valuation date for any time during the last 5 years maintainedPension Plan, administered or contributed to by the Seller or any affiliate amount of unfunded benefit liabilities (as defined in Section 407(d)(74001(a)(18) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the ERISA "Employee Plans." None of the Employee Plans wouldUNFUNDED BENEFIT LIABILITIES"), individually or collectivelyin the aggregate for all Pension Plans (except for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), constitute an "employee pension benefit plan" as defined in could not reasonably be expected to 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 3(24203 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, including, without limitation, could not reasonably be expected to have a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateMaterial Adverse Effect.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "Each employee benefit plan," as defined plan (“Plan”) covering active, former, or retired employees of Company is listed in Section 3(3the Company Disclosure Schedule. Company has made available to Parent a copy of each Plan, and where applicable, any related trust agreement, annuity, or insurance contract, and the annual reports (Form 5500) of ERISA which (i) is subject filed with the IRS with respect to any provision of ERISA and (ii) is or was at any time during the last 5 years maintainedthree most recent plan years. To the extent applicable, administered or contributed to by each Plan complies, in all material respects, with the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None requirements of the Employee Plans wouldRetirement Income Security Act of 1974 as amended (“ERISA”), individually or collectively, constitute an "employee pension benefit plan" as defined in and the Code. Any Plan intended to be qualified under Section 3(2401(a) of ERISAthe Code either is the subject of a favorable determination, includingopinion, without limitationnotification or advisory letter from the IRS as to its qualified status under the Code or has remaining a period of time under the Code or applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain such a letter from the IRS, a "multiemployer plan," as defined in Section 3(37) and nothing has occurred since the issuance of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject the most recent favorable determination letter issued by the IRS with respect to any such Plan that could reasonably be expected to cause the loss of the tax-qualified status of such Plan. No Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer No “prohibited transaction,” as defined in ERISA Section 406 or Code Section 4975, for which an exemption is not assuming available, has occurred with respect to any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPlan. Each Employee Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, to ERISA and the Code, which are applicable to such Plan. No assets There are no pending or anticipated (by Company) claims against or otherwise involving any of the Seller are Plans (excluding claims for benefits incurred in the ordinary course of Plan activities) and no suit, action, or could be subject, directly other litigation has been brought against or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan Plan. All contributions, reserves, or premium payments to the Plan, accrued to the date hereof have been made or provided for. Company has not incurred any liability under Subtitle C or D of Title IV of ERISA with respect to any “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Company, or any affiliate, determined using assumptions that are reasonable in entity which is considered one employer with Company under Section 4001 of ERISA. Company has not incurred any withdrawal liability under Subtitle E of Title IV of ERISA with respect to any “multiemployer plan,” within the aggregate, over the fair market value meaning of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h4001(a)(3) of ERISA. There are no restrictions (other than customary advance notice requirements) on the Code). The Seller has reserved its right rights of Company to amend or terminate any Employee Plan without incurring any material liability thereunder. Company has not engaged in, nor is it a successor or other benefit arrangement providing health or medical benefits parent corporation to an entity that has engaged in, a transaction described in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under ERISA Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan4069. There has have been no amendment amendments to, written interpretation interpretations of, or announcement announcements (whether or not written) by the Seller or any affiliate Company relating to, or change changes in employee participation or coverage under, any Employee Plan which would materially increase the expense of maintaining such Employee Plan above the level of expense incurred with respect to such Plan for the expense most recent fiscal year included in the Financial Statements. The Company does not have any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of Company other than health care continuation benefits required to be provided under applicable law. No tax under Section 4980B of the Code has been incurred in respect thereof of any Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. Company has administered the Company Option Plan(s) and other executive compensation Plans in a manner which will not result in a compensation charge against earnings or the loss of deductions for the fiscal year ended immediately prior to the Closing Datefederal and state income tax purposes.

Employee Benefit Plans. To Seller's knowledge: The Seller Schedule 4.17 lists all Employee Plans of 20/20 (the “20/20 Employee Plans”). 20/20 has provided and/or identified each "employee benefit plan," as defined in Section 3(3or made available to Capital Growth correct and complete copies of (where applicable) (a) all plan documents, summary plan descriptions, summaries of ERISA which material modifications, amendments, and resolutions related to such plans, (ib) is subject to any provision of ERISA the most recent determination letters received from the IRS, (c) the three most recent Form 5500 Annual Reports and summary annual reports, (d) the most recent audited financial statement and actuarial valuation, and (iie) is or was at any time during all related agreements, insurance contracts and other agreements which implement each such 20/20 Employee Plan. There are no restrictions on the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee ability of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None sponsor of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no each 20/20 Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any 20/20 Employee Plan and each 20/20 Employee Plan may be transferred by 20/20 or other benefit arrangement providing health or medical benefits in respect of any active employee of its respective ERISA Affiliate to the Seller under the terms of any such plan and descriptions thereof given to employeesSurviving Corporation. With respect to each 20/20 Employee Plan, no event has occurred, and there exists no condition or set of circumstances in connection with which 20/20 would reasonably be expected to, directly, or indirectly, subject Capital Growth to any Employee Plans which are "group health plans" liability under Section 4980B of ERISA, the Code or any other applicable law, except liability for benefits claims and Section 607(l) funding obligations payable in the ordinary course. Each 20/20 Employee Plan conforms to, and its administration is in compliance with, all applicable Laws. No prohibited transaction within the meaning of ERISAERISA section 406 or Code section 4975, or breach of fiduciary duty under Title I of ERISA has occurred with respect to any 20/20 Employee Plan. 20/20 and each Commonly Controlled Entity has made all payments due from it to date with respect to each 20/20 Employees Plan. With respect to each 20/20 Employee Plan, there has are no benefits obligations for which contributions have not been timely compliance made or properly accrued and there are no unfunded benefits obligations that have not been accounted for by reserves, or otherwise properly footnoted in all material respects accordance with all requirements imposed thereundergenerally accepted accounting principles, on the Financial Statements. No 20/20 Employee Plan is a multiemployer plan. There are no actions, liens, suits or claims pending or to the Knowledge of 20/20 threatened (other than routine claims for benefits) with respect to any 20/20 Employee Plan or against the assets of any 20/20 Employee Plan. Each 20/20 Employee Plan which is intended to qualify under Code section 401(a) or 403(a) so qualifies and its related trust is exempt from taxation under Parts 6 Code section 501(a). Each 20/20 Employee Plan that is not qualified under Code section 401(a) or 403(a) is exempt from Part 2, 3 and 7 4 of Title I of ERISA generallyas an unfunded plan that is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, so pursuant to ERISA sections 201(2), 301(a)(3) and 401(a)(1). No assets of 20/20 are allocated to or held in a “rabbi trust” or similar funding vehicle. Each 20/20 Employee Plan that is a “group health plan” (as defined in ERISA section 607(1) or Code section 5001(b)(1)) has been operated at all times in compliance with the Seller provisions of COBRA, HIPAA and any affiliate have no applicable, similar state law. Except as disclosed in Schedule 4.17, the consummation of the transactions contemplated by this Agreement will not: (and will not incur anyi) lossentitle any current or former employee of 20/20 to severance pay, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller unemployment compensation or any affiliate relating similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or change in employee participation or coverage underrespect of, any Employee Plan which would increase the expense current or former employee of maintaining such Employee Plan above the level of the expense incurred 20/20; (iii) result in respect thereof for the fiscal year ended immediately prior or satisfy a condition to the Closing Datepayment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Code section 280G(b); 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.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "All employee benefit plan," as defined in Section 3(3) plans, compensation arrangements and other benefit arrangements covering employees of ERISA which Levcor (i) is subject the "Levcor Benefit Plans"), and all employee agreements providing compensation, severance or other benefits to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of Levcor which are not disclosed in the Seller or any affiliate or under Levcor SEC Documents and which exceed $50,000 per annum are set forth in the Seller or any affiliate has any liabilityLevcor Disclosure Letter. Such plans are referred to collectively herein as To the "Employee Plans." None extent applicable, the Levcor Benefit Plans comply in all material respects with the requirements of the Employee Plans wouldERISA, individually and the Code, and any Levcor Benefit Plan intended to be qualified under Section 401(a) of the Code has received a determination letter and, to the knowledge of Levcor, continues to satisfy the requirements for such qualification. Levcor nor any ERISA Affiliate of Levcor maintains, contributes to or collectively, constitute an is obligated to contribute to or has maintained or contributed or been obligated to contribute to in the past six years to any benefit plan which is covered by Title IV of ERISA or Section 412 of the Code or a "employee pension benefit multi-employer plan" as defined in Section 3(2) within the meaning of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, ERISA or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(94001(a)(3) of the Code. It is understood and agreed No Levcor Benefit Plan nor Levcor has incurred any liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or, to the knowledge of Levcor, engaged in any transaction that Buyer is not assuming would reasonably be expected to result in any Employee Plans such liability or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Planspenalty. Each Employee Levcor Benefit Plan has been maintained and administered in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, with ERISA and the CodeCode to the extent applicable thereto, except for such non-compliance which are applicable individually or in the aggregate would not have a Material Adverse Effect on Levcor. There is no pending or, to such Plan. No assets the knowledge of Levcor, anticipated, Litigation against or otherwise involving any Levcor Benefit Plans and no Litigation (excluding claims for benefits incurred in the ordinary course of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Levcor Benefit Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(hactivities) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty brought against or other sanction with respect to any such planLevcor Benefit Plan. There All contributions required to be made as of the date hereof to the Levcor Benefit Plans have been made or provided for. Except as described in the Levcor SEC Documents or as required by law, Levcor does not maintain or contribute to any plan or arrangement which provides or has been no amendment toany 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, written interpretation and Levcor has never represented, promised or announcement contracted (whether in oral or written form) to any employee or former employee that such benefits would be provided. No Levcor Benefit Plan is under investigation or audit by either the United States Department of Labor or the Internal Revenue Service. Except as provided for in this Agreement, the execution of, and performance of the transactions contemplated in, this Agreement will not written(either alone or upon the occurrence of any additional or subsequent events) by the Seller constitute an event under any benefit plan, policy, arrangement or agreement or any affiliate relating totrust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or change in obligation to fund benefits with respect to any employee. No payment or benefit which will or may be made by Levcor with respect to any employee participation or coverage under, any Employee Plan which would increase of Levcor will constitute an "excess parachute payment" within the expense meaning of maintaining such Employee Plan above the level Section 280G(b)(1) of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. To Seller's knowledge: The Seller (a) PBC has provided and/or identified previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA ERISA, which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee employee, whether active or former employee retired, of PBC, together with all amendments thereto, all related summary plan descriptions (to the Seller or extent one is required by law), the determination letter from the IRS, and the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute PBC does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or ERISA that would subject PBC to a "defined benefit plan," as defined in Section 3(35) and subject to Title IV material amount of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made. Except as disclosed in a list furnished by PBC to GBB (the "PBC Employee Plan List"), all Employee Plans were in effect for substantially all of 1996, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1997.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "(a) Excepx xx xxx xxxxh in the Disclosure Schedule, with respect to the employee benefit plan," plans, as defined in Section 3(3) of ERISA ERISA, sponsored or otherwise maintained by FIC or any of the FIC Subsidiaries, whether written or oral, in which FIC or any of the FIC Subsidiaries participates as a participating employer; to which FIC or any of the FIC Subsidiaries contributes and including any such plans which within the preceding six years have been terminated, merged into another plan of FIC or any of the FIC Subsidiaries, frozen or discontinued (collectively, "FIC Plans"): (i) is subject to any provision of ERISA all such FIC Plans have been, in all respects, maintained in compliance with the requirements prescribed by all applicable statutes, orders and (ii) is governmental rules or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAregulations, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAthe Code, and no Employee Plan is maintained in connection with any trust described in Treasury and Labor Regulations promulgated thereunder, (ii) all FIC Plans intended to constitute tax-qualified plans under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance have complied since their adoption in all material respects with all applicable requirements imposed of the Code and the Treasury Regulations promulgated thereunder, and have, except with respect to plan amendments for which the remedial amendment period under Parts 6 Code Section 401(b) has not yet elapsed, received favorable determination letters from the IRS, and 7 FIC is not aware of Title I any circumstances likely to result in revocation of any such favorable determination letter; (iii) each FIC Plan subject to ERISA or intended to be qualified under Section 401(a) of the Code has been and, if applicable, is being operated in all material respects in accordance with the applicable provisions of ERISA generallyand the Code and the Department of Treasury Regulations promulgated thereunder; (iv) except for the FIC common stock held by its trustee as an asset of the FIC 401k Plan, so that the Seller and no FIC Plan (or its related trust) holds any affiliate have no (and will not incur any) loss, assessment, tax penalty stock or other sanction securities of FIC or any related or affiliated person or entity; (v) FIC has not engaged in any transaction that may subject FIC, or any FIC Plan, to a civil penalty imposed by Section 502 of ERISA; (vi) no prohibited transaction (as defined in Section 406 of ERISA and as defined in Section 4975(c) of the Code) has occurred with respect to any such plan. There has been FIC Plan; (vi) to the knowledge of FIC, there are no amendment toactions, written interpretation suits, proceedings or announcement claims pending (whether other than routine claims for benefits) or not written) by the Seller or any affiliate relating tothreatened, or change in employee participation or coverage underagainst FIC, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for FIC Subsidiaries, any FIC Plan, any fiduciary of any FIC Plan or the fiscal year ended immediately prior to the Closing Dateassets of any FIC Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) Compliance by the Credit Parties with the provisions hereof and Credit Events contemplated hereby will not involve any non-exempt prohibited transaction within the meaning of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) 4975 of the Code. It is understood Except as would not reasonably be expected to result in a Material Adverse Effect, the Credit Parties, their Subsidiaries and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including each ERISA Affiliate (i) has fulfilled all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and under the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, minimum funding standards of ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Code with respect to any Employee each Plan maintained by the Seller. The Seller that is not a Multi-Employer Plan or a Multiple Employer Plan, (ii) has no liability satisfied all contribution obligations in respect of posteach Multi-retirement health Employer Plan and medical benefits for retired employees of the Seller or any affiliateeach Multiple Employer Plan, determined using assumptions that are reasonable (iii) is in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunderother applicable provisions of ERISA and the Code with respect to each Plan, each Multi-Employer Plan and each Multiple Employer Plan, and (iv) has not incurred any liability under Parts 6 and 7 of Title I IV of ERISA generally, so that to the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction PBGC with respect to any such planPlan, any Multi-Employer Plan, any Multiple Employer Plan, or any trust established thereunder. There No Plan or trust created thereunder has been terminated, and there have been no amendment toReportable Events, written interpretation with respect to any Plan or announcement (whether trust created thereunder or not written) by with respect to any Multi-Employer Plan or Multiple Employer Plan, which termination or Reportable Event will or could give rise to a material liability of the Seller Credit Parties or any affiliate relating toERISA Affiliate in respect thereof. Except as set forth on Schedule 5.14 hereto, no Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate is at the date hereof, or change has been at any time within the five years preceding the date hereof, an employer required to contribute to any Multi-Employer Plan or Multiple Employer Plan, or a “contributing sponsor” (as such term is defined in employee participation Section 4001 of ERISA) in any Multi-Employer Plan or coverage underMultiple Employer Plan. Except as set forth on Schedule 5.14 hereto, no Credit Party nor any Employee Plan which would increase the expense Subsidiary of maintaining a Credit Party nor any ERISA Affiliate has any contingent liability with respect to any post-retirement “welfare benefit plan” (as such Employee Plan above the level of the expense incurred term is defined in respect thereof for the fiscal year ended immediately prior ERISA) except as has been disclosed to the Closing DateAdministrative Agent and the Lenders in writing.

Employee Benefit Plans. To Seller's knowledge: The Seller GBB has provided and/or identified previously made available to BAB ---------------------- copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which GBB or any of its ERISA Affiliates is a sponsor or participating employer or as to which (i) GBB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of GBB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications and all material employee communications prepared in connection with or pertaining to any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute GBB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or ERISA that would subject GBB to a "defined benefit plan," as defined in Section 3(35) and subject to Title IV material amount of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made. All Employee Plans were in effect for substantially all of 1998, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "All employee benefit plan," as defined in benefits plans (within the meaning of Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee other benefit arrangements covering employees of Xxxxxxx and the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such Xxxxxxx Subsidiaries (other than multiemployer plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2Sections 3(37) and 4001(a)(3) of ERISA, including, without limitation, a ) (the "multiemployer plan," as defined Xxxxxxx Benefit Plans") are listed in Section 3(376.12 of the Xxxxxxx Disclosure Letter. True and complete copies of the Xxxxxxx Benefit Plans have been provided or made available to MDI. To the extent applicable, the Xxxxxxx Benefit Plans have been administered in all material respects in accordance with their terms and comply, in all material respects, with the applicable requirements of ERISA and the Code. Any Xxxxxxx Benefit Plan intended to be qualified under Section 401(a) of ERISA, the Code has received a favorable determination letter from the IRS or a "defined benefit plan," as defined in Section 3(35) determination letter request has been filed with the IRS with respect to any such plan and subject to is still pending. No Xxxxxxx Benefit Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming No Xxxxxxx Benefit Plan nor Xxxxxxx or any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to Xxxxxxx Subsidiaries has incurred any liability or lien by reason penalty under Section 4975 of the Code or Section 502(i) of ERISA. There are no pending or anticipated claims against or otherwise involving any of the Xxxxxxx Benefit Plans and no suit, action or inaction taken other litigation (excluding claims for benefits incurred in the ordinary course of Xxxxxxx Benefit Plan activities) has been brought against or with respect to any Employee Plan maintained by the Sellersuch Xxxxxxx Benefit Plan. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees All material contributions required to be made as of the Seller date hereof to the Xxxxxxx Benefit Plans have been made or any affiliateprovided for. Except as otherwise required by Sections 601 through 608 of ERISA, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(lapplicable state laws, Bradley does not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance, medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment and Xxxxxxx has never represented, promised or contracted (whether in oral or written form) of ERISAto any employee or former employee that such benefits would be provided. Except as disclosed in the Xxxxxxx Reports, there has been timely compliance in all material respects with all requirements imposed thereunderthe execution of, and under Parts 6 and 7 performance of Title I of ERISA generallythe transactions contemplated in, so that the Seller and any affiliate have no (and this Agreement will not incur any(either alone or upon the occurrence of any additional subsequent events directly related to the transaction contemplated herein) lossconstitute an event under any Xxxxxxx Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), assessmentacceleration, tax penalty forgiveness of indebtedness, vesting, distribution, increase in benefits or other sanction obligations to fund benefits with respect to any such plan. There has been no amendment toemployee, written interpretation director or announcement (whether or not written) by the Seller consultant of Xxxxxxx or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateXxxxxxx Subsidiary.

Employee Benefit Plans. (a) All employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) covering any active, former or retired employee or consultant of ISC, any subsidiary of ISC or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with ISC within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the "Code"), or with respect to which ISC has or may in the future have liability, are listed on Schedule 3.18 (the "Plans"). Copies of all such written plans and summaries of any other plans which cover active, former or retired employees or consultants of ISC or any subsidiary of ISC have been provided to ACS. To Seller's knowledge: The Seller has provided and/or identified each the extent applicable, the Plans comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended ("employee benefit plan," as defined in ERISA") and the Code, and any Plan intended to be qualified under Section 3(3401(a) of ERISA which the Code and each trust intended to qualify under Section 501(a) of the Code (i) is subject has either obtained a favorable determination letter as to its qualified status from the Internal Revenue Service or still has a remaining period of time under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any provision of ERISA amendments necessary to obtain a favorable determination, and (ii) is incorporates or was at any time during has been amended to incorporate all provisions required to comply with the last 5 years maintained, administered Tax Reform Act of 1986 and subsequent legislation. The Shareholders have furnished or contributed made available to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee ACS copies of the Seller or most recent Internal Revenue Service determination letters and Forms 5500 for the three most current Plan years with respect to any affiliate or under which the Seller or any affiliate has any liabilitysuch Plan. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to No Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming Neither ISC nor any Employee of its affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither ISC nor any officer or director of ISC has incurred any liability or penalty under Section 4971 through 4980E of the Code or Title 1 of ERISA. None of the Plans promises or liabilities associated therewith, and that the Seller shall retain all such Employee Plansprovides retiree medical or other retiree welfare benefits to any person except as required by applicable law, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansbut not limited to, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Each Employee Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, to ERISA and the Code, which are applicable to such PlanPlans. No assets suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the best knowledge of the Seller are Shareholders is threatened, against or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planPlan. There has been no amendment toAll contributions, written interpretation reserves or announcement (whether premium payments required to be made or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level accrued as of the expense incurred in respect thereof for the fiscal year ended immediately prior date hereof to the Closing Plans have been made or accrued. Schedule 3.18 includes a listing of the accrued vacation liability of ISC as of the Interim Balance Sheet Date.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in (a) Section 3(35.15(a) of ERISA which the Seller Disclosure Schedule sets forth a true, correct and complete list of (i) is subject to any provision of ERISA each material Employee Benefit Plan and (ii) is a description of any commitment or was at announcement by any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (of its Affiliates of an intention, to create any additional employee benefit or compensation plans, policies or arrangements for any Employee or Service Provider or to modify, suspend or terminate any Employee Benefit Plan, except as defined in Section 407(d)(7) of ERISA) and covers pursuant to any employee or former employee applicable Law. No Employee Benefit Plan is maintained outside of the Seller jurisdiction of the United States. (b) With respect to each material Employee Benefit Plan, the Sellers have made available to Purchaser a true, correct and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable, (i) the most recent documents constituting the Employee Benefit Plan, (ii) each related trust agreement or other funding instrument, (iii) the most recent IRS determination or opinion letter, if applicable, (iv) the most recent summary plan description, summary of material modifications and all other written communications (or a description of all material oral communications) by the Sellers or any affiliate or of their respective Affiliates to the Employees concerning the extent of the benefits provided under which an Employee Benefit Plan, (v) for the Seller three most recent years (A) Forms 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports and (vi) for the three most recent years, all correspondence with the IRS, the DOL, the SEC or any affiliate has any liability. Such plans are referred to collectively herein as other Governmental Body regarding the "Employee Plans." None operation or the administration of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2Benefit Plan. (c) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37(i) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Benefit Plan has been maintained established and administered in compliance accordance with its terms and in material compliance with the requirements prescribed by any applicable provisions of ERISA, the Code and all statutesother applicable Laws, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken (ii) with respect to each -52- Employee Benefit Plan, all reports, returns, notices and other documentation required to have been filed with or furnished to the IRS, the DOL, the SEC or any other Governmental Body or to the participants or beneficiaries of such Employee Benefit Plan have been filed or furnished on a timely basis, (iii) each Employee Benefit Plan that is intended to be qualified within the meaning of section 401(a) of the Code is so qualified and has received a favorable determination or opinion letter from the IRS to the effect that the 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, there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification, (iv) no individual who has performed services for the Business has been improperly excluded from participation in any Employee Plan maintained by Benefit Plan, (v) no non-exempt “prohibited transaction” within the Sellermeaning of section 406 of ERISA or section 4975 of the Code has occurred involving any Employee Benefit Plan, and (vi) 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 Employee Benefit Plan. The (d) No Seller or any of its ERISA Affiliates has no liability any current or projected Liability in respect of post-retirement health and employment medical or life insurance benefits for retired employees any current or former Employee or Service Provider, except as may be required under COBRA or similar state Law, and at the expense of the current or former Employee or Service Provider. (e) No Seller or any affiliateof its ERISA Affiliates sponsors, determined using assumptions that are reasonable maintains, contributes to or has any Liability in respect of, or has in the aggregatepast six years sponsored, over the fair market value of maintained, contributed to or had any fundLiability in respect of, reserve or other assets segregated for the purpose of satisfying such liability any defined benefit pension plan (including for such purposes any fund established pursuant to Section 401(has defined in section 3(35) of the Code). The Seller has reserved its right ERISA) or plan subject to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B section 412 of the Code and Section 607(l) or section 302 of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder. (f) No Employee Benefit Plan is a Multiemployer Plan, and under Parts 6 none of the Sellers and 7 of Title I of its ERISA generally, so that the Seller and Affiliates has at any affiliate have no (and will not incur any) loss, assessment, tax penalty time maintained or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating contributed to, or change had any Liability in employee participation or coverage underrespect of, any Multiemployer Plan. No Employee Benefit Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred is a “multiple employer welfare arrangement” as defined in respect thereof for the fiscal year ended immediately prior to the Closing Date.section 3(40)

Employee Benefit Plans. To Seller's knowledge: The Seller (a)......Except as set forth in Section 4.13(a) to the Amwest Disclosure Schedule, (i) neither Amwest nor any entity that together with Amwest is treated as a single employer pursuant to Section 414(b) or (c) of the Code or Section 3(5) or 4001(b) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (an "ERISA Affiliate"), maintains or in the past has provided and/or identified each "employee benefit plan," maintained any Employee Benefit Plan, as defined in Section 3(3) of ERISA ERISA, under which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller Amwest or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers its Affiliated Entities has any employee present or future obligation or liability or under which any present or former employee of the Seller Amwest or any affiliate or under which the Seller or any affiliate its Affiliated Entities has any liability. Such plans are referred present or future rights to collectively herein as the "benefits, (ii) each Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined Benefit Plan listed in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(94.13(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan Amwest Disclosure Schedule has been maintained administered in compliance accordance with its terms and the applicable requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, of ERISA and the Code, which are applicable to such Plan. No assets and in the case of any Employee Benefit Plan listed in Section 4.13(a) of the Seller are Amwest Disclosure Schedule that is funded for purposes of ERISA and the Code, has not incurred any federal income or excise tax liability which would have a Material Adverse Effect on Amwest, (iii) all material reports and information required to be filed with the United States Department of Labor, Internal Revenue Service or Pension Benefit Guaranty Corporation, or distributed to participants and their beneficiaries with respect to each Employee Benefit Plan listed in Section 4.13(a) of the Amwest Disclosure Schedule, has been timely filed or distributed and, with respect to each Employee Benefit Plan for which an Annual Report has been filed, no change has occurred with respect to the matters covered by the Annual Report since the date of the most recent such Annual Report which could reasonably be subjectexpected to have a Material Adverse Effect on Amwest, directly and (iv) there have been no non-exempt "prohibited transactions" (as that term is defined in the Code or indirectly, to any liability or lien by reason of any action or inaction taken in ERISA) with respect to any Employee Benefit Plan maintained by the Seller. The Seller has no liability listed in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h4.13(a) of the Code). The Seller Amwest Disclosure Schedule and no material penalty or tax under ERISA or the Code has reserved been imposed upon Amwest or any of its right Affiliated Entities and there are no pending or, to amend Amwest's Knowledge, threatened claims by or terminate on behalf of any Employee Benefit Plan listed in Section 4.13(a) of the Amwest Disclosure Schedule, by any employee or beneficiary covered by Employee Benefit Plan listed in Section 4.13(a) of the Amwest Disclosure Schedule, or otherwise involving an Employee Benefit Plan listed in Section 4.13(a) of the Amwest Disclosure Schedule, other benefit arrangement providing health or medical than claims for benefits in respect of any active employee of the Seller under the terms of any such plan ordinary course and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan than claims which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datenot have a Material Adverse Effect on Amwest.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified Except as could not reasonably be expected to have a Material Adverse Effect, each "employee benefit plan," plan (as defined in Section 3(3) of ERISA which (iERISA) is subject to any provision of ERISA and (ii) is maintained or was at any time during the last 5 years maintained, administered or contributed to sponsored by the Seller Company or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance 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, 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 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 could reasonably be expected to result in the incurrence by the Company or any Subsidiary of any material liability, fine or penalty (imposed thereunderby Section 4975 of the Code or Section 502(i) of ERISA or otherwise). Neither the Company nor any ERISA Affiliate is a member of, and 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 Parts an employee welfare benefit plan (as defined in Section 3(1) of ERISA), other than liability for continuation coverage described in Part 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateERISA.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "Each employee benefit plan," as defined in plan within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and each other material benefit, severance, termination, retention, change in control, employment, stock option, stock purchase and stock-based or compensation plan, program or arrangement maintained by the Company and/or any of its Significant Subsidiaries, or to which the Company and/or any of its Significant Subsidiaries contributes (ior has an obligation to contribute) or is a party (collectively, the "Employee Benefit Plans") is subject to listed in Section 3.9 of the Company Disclosure Letter. Except as set forth in Section 3.9 of the Company Disclosure Letter: (a) each Employee Benefit Plan (other than any provision Employee Benefit Plan that is a Stock Purchase Agreement "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and (iia "Multiemployer Plan")) is in material compliance with applicable Law and has been administered and operated in all material respects in accordance with its terms; (b) each Employee Benefit Plan (other than any Multiemployer Plan) which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received, or was at has timely requested, a favorable determination letter from the Internal Revenue Service and, to the Knowledge of the Company, no event has occurred and no condition exists that would reasonably be expected to result in the revocation of any time during the last 5 years maintained, administered such determination; (c) no Employee Benefit Plan covered by Title IV of ERISA (other than any Multiemployer Plan) has been terminated and no proceedings have been instituted to terminate or contributed appoint a trustee to by the Seller or administer any affiliate such plan; (d) no "reportable event" (as defined in Section 407(d)(7) 4043 of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken occurred with respect to any Employee Benefit Plan maintained covered by Title IV of ERISA (other than any Multiemployer Plan), other than with respect to the Seller. The Seller has transactions contemplated by this Agreement; (e) no liability in respect of post-retirement health and medical benefits for retired employees Employee Benefit Plan (other than any Multiemployer Plan) subject to Section 412 of the Seller Code or Section 302 of ERISA has incurred any affiliateaccumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, determined using assumptions that are reasonable in the aggregate, over the fair market value or obtained a waiver of any fund, reserve minimum funding standard or other assets segregated for the purpose an extension of satisfying such liability (including for such purposes any fund established pursuant to amortization period under Section 401(h) 412 of the Code). The Seller has reserved Code or Section 303 or 304 of ERISA; (f) neither the Company nor any of its right Significant Subsidiaries, nor, to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee the Knowledge of the Seller under the terms of Company, any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are other "group health plansdisqualified person" under or "party in interest" (as defined in Section 4980B 4975(e)(2) of the Code and Section 607(l3(14) of ERISA, there respectively) has engaged in any transactions in connection with any Employee Benefit Plan that would reasonably be expected to result in the imposition of a penalty pursuant to Section 502(i) of ERISA or a tax pursuant to Section 4975 of the Code, which would result in a material liability of the Company; (g) the Company and its Significant Subsidiaries have made all contributions to each Multiemployer Plan required by the terms of each such Multiemployer Plan or any applicable collectively bargained agreement; (h) neither the Company nor any of its Significant Subsidiaries has, to the Knowledge of the Company, incurred any unsatisfied withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA to any Multiemployer Plan; (i) no claim, action or litigation has been timely compliance made, commenced or, to the Knowledge of the Company, threatened in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction writing with respect to any Employee Benefit Plan (other than routine claims for benefits payable in the ordinary course, and appeals of such denied claims), which would result in a material liability of the Company; (j) all contributions required to be made as of the date of this Agreement to the Employee Benefit Plans have been made or provided for; (k) there are no pending, nor has Company or any Significant Subsidiary received, written notice of any threatened, audits, investigations or administrative proceedings against or otherwise involving any of the Employee Benefit Plans (other than routine claims for benefits that could not, individually, or in the aggregate, reasonably be expected to result in a material liability of the Company or a Significant Subsidiary); (l) the number of employees for which Company and its Significant Subsidiaries contribute to Multiemployer Plans does not exceed 100 employees as of the date of this Agreement, and the aggregate contributions of the Company and its Significant Subsidiaries to all such Multiemployer Plans for the calendar year 2003 did not exceed $200,000; (m) the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in the payment or acceleration of any benefits or amounts under any Employee Benefit Plan; (n) except for continuation health coverage required under applicable law, the Company and its Significant Subsidiaries have no present or future obligation to make any material payment to or under any "employee welfare plan. There " (as defined in Section 3(1) of ERISA) which provides benefits to retirees or to otherwise provide post-employment or Stock Purchase Agreement retiree health, life insurance or other welfare benefits; and (o) there has been no amendment topartial wind-up of any Canadian pension plan that could subject the Company, written interpretation or announcement (whether or not written) by the Seller any of its Subsidiaries or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior plan to the Closing Datematerial liability.

Employee Benefit Plans. To Seller's knowledge: The Seller (a)......Except as set forth in Section 3.15(a) to the Condor Disclosure Schedule, (i) neither Condor nor any entity that together with Condor is treated as a single employer pursuant to Section 414(b) or (c) of the Code or Section 3(5) or 4001(b) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (an "ERISA Affiliate"), maintains or in the past has provided and/or identified each "employee benefit plan," maintained any Employee Benefit Plan, as defined in Section 3(3) of ERISA ERISA, under which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller Condor or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers its Affiliated Entities has any employee present or future obligation or liability or under which any present or former employee of the Seller Condor or any affiliate or under which the Seller or any affiliate its Affiliated Entities has any liability. Such plans are referred present or future rights to collectively herein as the "benefits, (ii) each Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined Benefit Plan listed in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(93.15(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan Condor Disclosure Schedule has been maintained administered in compliance accordance with its terms and the applicable requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, of ERISA and the Code, and in the case of any such Plan that is funded for purposes of ERISA and the Code, has not incurred any federal income or excise tax liability which are applicable would have a Material Adverse Effect on Condor, (iii) all material reports and information required to such Plan. No assets be filed with the United States Department of Labor, Internal Revenue Service or Pension Benefit Guaranty Corporation, or distributed to participants and their beneficiaries with respect to each Employee Benefit Plan listed in Section 3.15(a) of the Seller are Condor Disclosure Schedule, has been timely filed or distributed and, with respect to each Employee Benefit Plan for which an Annual Report has been filed, no change has occurred with respect to the matters covered by the Annual Report since the date of the most recent such Annual Report which could reasonably be subjectexpected to have a Material Adverse Effect on Condor, directly and (iv) there have been no non-exempt "prohibited transactions" (as that term is defined in the Code or indirectly, to any liability or lien by reason of any action or inaction taken in ERISA) with respect to any Employee Benefit Plan maintained by the Seller. The Seller has no liability listed in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h3.15(a) of the Code). The Seller Condor Disclosure Schedule and no material penalty or tax under ERISA or the Code has reserved been imposed upon Condor or any of its right Affiliated Entities and there are no pending or, to amend Condor's Knowledge, threatened claims by or terminate on behalf of any Employee Benefit Plan listed in Section 3.15(a) of the Condor Disclosure Schedule, by any employee or beneficiary covered by Employee Benefit Plan listed in Section 3.15(a) of the Condor Disclosure Schedule, or otherwise involving an Employee Benefit Plan listed in Section 3.15(a) of the Condor Disclosure Schedule, other benefit arrangement providing health or medical than claims for benefits in respect of any active employee of the Seller under the terms of any such plan ordinary course and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan than claims which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datenot have a Material Adverse Effect on Condor.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified SCHEDULE 2.13 hereto sets forth a complete and accurate list of each "domestic and foreign employee benefit plan," plan (as defined in Section 3(3) of ERISA which (iERISA) is subject or material fringe benefit plan maintained or contributed to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or required to be contributed to by the Seller or Sellers with respect to any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee present or former employee of the Seller Sellers ("EMPLOYEE BENEFIT PLANS"). Except as set forth on SCHEDULE 2.13 hereto, each Employee Benefit Plan (including any related trust) complies in form with the requirements of all applicable Regulations including, without limitation, ERISA and the Code, and has at all times been maintained and operated in substantial compliance with its terms and the requirements of all applicable Regulations, including, without limitation, ERISA and the Code. Except as set forth on SCHEDULE 2.13 hereto, none of the Sellers or any affiliate ERISA Affiliate has ever maintained or under which the Seller contributed to, or had any affiliate has obligation to contribute to (or borne any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an liability with respect to) any "employee pension benefit plan," as defined in within the meaning of Section 3(2) of ERISA, including, without limitation, that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or subject to Section 412 of the Code, or Section 302 or Title IV of ERISA. Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code, has, as currently in effect, been determined to be so qualified by the Internal Revenue Service (or, if such determination has not been made, has been submitted, or is within the remedial amendment period for submitting an application for a "defined determination letter with the Internal Revenue Service and is awaiting receipt of a response), and since the date of each such determination (if applicable), no event has occurred and no condition or circumstance has existed that resulted or is likely to result in the revocation of any such determination (or the refusal of the Internal Revenue Service to issue a favorable determination). No termination of any employee pension benefit plan," as defined in Section 3(35) and plan subject to Title IV of ERISAERISA maintained or contributed to or required to be contributed to by any Seller or any subsidiary thereof, or any employer (whether or not incorporated) that would be treated together with any Seller or any such subsidiary as a single employer within the meaning of Section 414 of the Code, has occurred or is expected to occur. Except as set forth on SCHEDULE 2.13 hereto, none of the Sellers has incurred, and no Employee Plan is maintained event has occurred and no condition or circumstance exists that could result, directly or indirectly, in, any unsatisfied liability (including, without limitation, any indirect, contingent or secondary liability) of the Sellers under Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA arising in connection with any trust described in employee pension benefit plan covered or previously covered by Title IV of ERISA or such sections of the Code or ERISA. Except as set forth on SCHEDULE 2.13 hereto, no asset or property of the Sellers is or may be subject to any lien arising under Section 501(c)(9412(n) of the Code or Section 302(f) or Section 4068 of ERISA. None of the Sellers has been, and does not expect to be, required to provide any security under Section 307 of ERISA or Section 401(a)(29) or 412(f) of the Code. It is understood The Sellers have complied in all material respects with the applicable requirements of Part 6 of Subtitle B of Title I of ERISA and agreed that Buyer is not assuming Section 4980B of the Code ("COBRA"). Except as set forth on SCHEDULE 2.13 hereto, full payment has been made of all amounts which the Sellers are required under applicable Regulations or under any Employee Plans Benefit Plan or liabilities associated therewith, and that any agreement relating to any Employee Benefit Plan to have paid as contributions or premiums thereunder as of the Seller shall retain all last day of the most recent fiscal year of such Employee PlansBenefit Plan ended prior to the date hereof. Except as set forth in Schedule 2.13 hereto, including all obligations deriving directly no Claims or indirectly from sponsoring disputes are pending or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and asserted, or, to the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets best knowledge of the Seller are Sellers, threatened, anticipated or could expected to be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken asserted with respect to any Employee Benefit Plan maintained by or the Sellerassets of any such plan (other than routine claims for benefits arising in the ordinary course). The Seller has no liability in respect Except as set forth on SCHEDULE 2.13 hereto, the execution of post-retirement health this Agreement and medical benefits for retired employees the consummation of the Seller transactions contemplated hereby, do not constitute a triggering event under any Employee Benefit Plan, policy, arrangement, statement, commitment or any affiliate, determined using assumptions that are reasonable in agreement which (either alone or upon the aggregate, over the fair market value occurrence of any fundadditional or subsequent event) will or may result in any payment (whether of severance pay or otherwise), reserve or other assets segregated for the purpose of satisfying "parachute payment" (as such liability (including for such purposes any fund established pursuant to term is defined in Section 401(h) 280G of the Code), acceleration, vesting or increase in benefits to any present or former employee or director of the Sellers. The Seller Except as set forth on SCHEDULE 2.13 hereto, none of the Sellers has reserved its right to amend or terminate any obligation under any Employee Benefit Plan or other benefit arrangement providing health otherwise to provide post-employment or medical retiree welfare benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller former employee or any affiliate relating toother person, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateexcept as specifically required by COBRA.

Employee Benefit Plans. To Seller's knowledge: (A) The Seller Company has provided and/or identified each "employee benefit not incurred, nor is it not reasonably expected to incur, any material liability related to a “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code, and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder with respect to any Employee Benefit Plan. At no time has the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan 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(33(37) of ERISA or any multiple employer plan for which (i) is subject to the Company or any provision ERISA Affiliate has incurred or could incur a liability under Section 4063 or 4064 of ERISA and (ii) is ERISA. Except as disclosed in the General Disclosure Package, no Employee Benefit Plan provides or was promises, or at any time during the last 5 years maintainedprovided or promised, administered retiree health, life insurance, or contributed to other retiree welfare benefits except as may be required by the Seller Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any affiliate similar state or foreign 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 no event has occurred (including a “reportable event” as such term is defined in Section 407(d)(7) 4043 of ERISA) and covers no condition exists that would reasonably be expected to subject the Company or any employee ERISA Affiliate to any material tax, fine, lien, penalty or former employee liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) has obtained a favorable determination or opinion letter from the U.S. Internal Revenue Service upon which it can rely or has applied (or has time remaining in which to apply) to the U.S. Internal Revenue Service for such a determination or opinion letter prior to the expiration of the Seller requisite period under applicable regulations or pronouncements in which to apply for such determination letter and to make any affiliate amendments necessary to obtain a favorable determination or opinion, and any such determination or opinion letter remains in effect and has not been revoked; nothing has occurred since the date of any such determination or opinion letter that is reasonably likely to adversely affect such qualification. (B) With respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets all material requirements for such treatment, and (2) if required by applicable law to be funded is funded to the level required by law (including, without limitation, through the purchase of appropriate insurance coverage), and with respect to all other Foreign Benefit Plans for which applicable accounting standards require the establishment of reserves, adequate reserves as determined under which such accounting standards have been established on the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None accounting statements of the applicable Company or subsidiary. (C) The Company does not have any obligations under any collective bargaining agreement with any union and no organization efforts are underway or, to the knowledge of the Company, threatened with respect to Company employees. As used in this Agreement, “Employee Plans would, individually or collectively, constitute an "Benefit Plan” means any “employee pension benefit plan" as defined in ” within the meaning of Section 3(23(3) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (1) any current or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAformer employee, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) director or independent contractor of the Code. It is understood Company or its subsidiaries has any present or future right to benefits and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited which are contributed to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are sponsored by or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Company or any affiliate, determined using assumptions that are reasonable in of its respective subsidiaries or (2) the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Company or any affiliate relating to, of its subsidiaries has had or change in employee participation has any present or coverage under, any future obligation or liability; “ERISA” means the Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.Retirement

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each Section 2(n) of the Disclosure Schedule sets forth a complete list of all "employee benefit plan,plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") which are maintained or contributed to for past or present employees of the Company (the "Company Benefit Plans") and copies of any such Company Benefit Plans have been provided to the Purchasers and their counsel along with the three most recent annual reports (Form Series 5500 and all schedules, financial statements and accountant opinions attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Plan and the most recent Internal Revenue Service determination or opinion letter issued with respect to each Company Benefit Plan intended to be qualified under Section 401(a) of the Code. Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Benefit Plan in which (i) is subject to stock of the Company or any provision of ERISA and (ii) Affiliate is or was at any time held as a plan asset. Each Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the last 5 years period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Sections 401(a) and 501(a) of the Code. Neither the Company nor any ERISA Affiliate has ever maintained, administered established, sponsored, participated in, or contributed to by the Seller or any affiliate (multiemployer plan as defined in Section 407(d)(74001(a)(3) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" a multiple employer plan as defined in Section 3(2) 210 of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and plan subject to Title IV of ERISAERISA or Section 412 of the Code, and no Employee Plan is maintained in connection with any trust described or except as set forth in Section 501(c)(92(n) of the CodeDisclosure Schedule any plan subject to the laws of any jurisdiction outside the United States. It is understood and agreed that Buyer is Except as set forth in Section 2(n) of the Disclosure Schedule, the Company does not assuming maintain or contribute to any Employee Plans deferred compensation, bonus, stock option, severance or liabilities associated therewithother similar employee benefit plan or arrangement for past or present employees of the Company (the "Company Benefit Arrangements"), and that copies of documents relating to any such Company Benefit Arrangements have been provided to or made available to the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPurchasers. Each Employee Company Benefit Plan and Company Benefit Arrangement has been established and maintained substantially in compliance accordance with its terms and the requirements prescribed by any and in all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are material respects in compliance with all applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Sellerlaws. The Seller Company has no liability in respect of post-retirement health made all contributions and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller payments required by and due under the terms of each Company Benefit Plan and Company Benefit Arrangement. No Company Benefit Plan nor any such plan and descriptions thereof given agreement establishes (except at no cost to employees. With respect the Company)any liability of the Company to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISAperson for any reason, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) except as may be required by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datelaw.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "All pension, profit-sharing, bonus, incentive, welfare, or other employee benefit plan," as defined in Section plans within the meaning of section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (hereinafter referred to as "ERISA"), in which the employees of the Corporation participate (i) is subject to such plans and related trusts, insurance, and annuity contracts, funding media, and related agreements and arrangements, other than any provision "multiemployer plan" (within the meaning of ERISA and section 3 (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(737) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are being hereinafter referred to collectively herein as the "Employee Benefit Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9such multiemployer plans being hereinafter referred to as the "Multiemployer Plans") of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance comply in all material respects with all requirements imposed thereunderof the Department of Labor and the Internal Revenue Service promulgated under ERISA and with all other applicable laws and the Corporation does not have liability in excess of $100,000 for any failure to comply with such laws. The Corporation has not taken or failed to take any action with respect to either the Benefit Plans or the Multiemployer Plans which might create any liability on the part of the Corporation; no Benefit Plan which is a "defined benefit plan" (within the meaning of Section 3 (35) of ERISA) (hereinafter referred to as the "Defined Benefit Plans") or Multiemployer Plan has incurred an "accumulated funding deficiency" (within the meaning of section 412(a) of the Internal Revenue Code of 1986, and under Parts 6 and 7 as amended [hereinafter referred to as the "Code"]), whether or not waived; no "reportable event" (within the meaning of Title I section 4043 of ERISA generally, so that the Seller and any affiliate have no (and will not incur anyERISA) loss, assessment, tax penalty or other sanction has occurred with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Defined Benefit Plan or any affiliate relating to, Multiemployer Plan; no "prohibited transaction" (within the meaning of section 406 of ERISA or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level section 4975 (c) of the expense incurred Code) has occurred with respect to any Benefit Plan or any Multiemployer Plan; and the excess of the aggregate present value of accrued benefits of the Defined Benefit Plans is not more than the aggregate value of the assets of such plans. Each "fiduciary" (within the meaning of section 3(21)(A) of ERISA) as to each Benefit Plan and as to each Multiemployer Plan has complied in all material respects with the requirements of ERISA and all other applicable law in respect thereof for the fiscal year ended immediately prior to the Closing Dateof each such Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined (a) A true, complete and correct list of all material Benefit Plans is set forth in Section 3(3) 3.10 of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (Disclosure Schedules. Except as defined disclosed in Section 407(d)(7) of ERISA) and covers any employee or former employee 3.10 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldDisclosure Schedules, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and there is no Benefit Plan that is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and no Employee none of the Acquired Companies or their ERISA Affiliates has any obligation to contribute to any Multiemployer Plan. Except as would not reasonably be expected to have a Material Adverse Effect, each Benefit Plan is in compliance with applicable Laws and has been administered and operated in accordance with its terms. Each Benefit Plan sponsored or maintained in connection with by any trust described in of the Acquired Companies that is intended to be “qualified” within the meaning of Section 501(c)(9401(a) of the CodeCode has received, or has requested, a favorable determination letter from the Internal Revenue Service and no event has occurred and no condition exists that would reasonably be expected to result in the revocation of any such determination. It No Benefit Plan is understood and agreed that Buyer subject to Section 412 of the Code or Section 302 of ERISA. All contributions due from any Acquired Company under any Benefit Plan have been timely paid to each such Benefit Plan, except where any such failure to make timely payment is not assuming reasonably likely to result in any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by material liability to any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such PlanAcquired Company. No assets of the Seller are Acquired Company has any material current or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no projected liability in respect of post-employment or post-retirement health and medical or medical, life insurance or other welfare benefits for retired retired, former or current employees of the Seller such Acquired Company or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve spouse or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms dependent of any such plan and descriptions thereof given person, except as required under applicable Law. None of the Acquired Companies nor any of their respective ERISA Affiliates has incurred or is reasonably expected to employeesincur any liability under Title IV of ERISA that has not been satisfied in full. With respect None of the Acquired Companies nor, to the Knowledge of Seller, any Employee Plans which are "group health plans" under other “disqualified person” or “party in interest” (as defined in Section 4980B 4975(e)(2) of the Code and Section 607(l3(14) of ERISA, there respectively) has engaged in any transactions in connection with any Benefit Plan that would reasonably be expected to result in the imposition of a material penalty pursuant to Section 502(i) of ERISA or a tax pursuant to Section 4975 of the Code. No claim, Action or litigation has been timely compliance made, commenced or, to the Knowledge of Seller, threatened in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction writing with respect to any Benefit Plan (other than routine claims for benefits payable in the ordinary course, and appeals of such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datedenied claims).

Employee Benefit Plans. To SellerTRFC's knowledge: The Seller has provided and/or identified each Disclosure Letter contains a ---------------------- complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements and arrangements, including, but not limited to, "employee benefit planplans," as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject "ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any provision present or former directors, officers or other employees of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller TRFC or any affiliate of its Subsidiaries (hereinafter collectively referred to as the "TRFC Employee Plans"). All of the TRFC Employee Plans comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws; there has occurred no "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) which is likely to result in the imposition of any penalties or taxes under Section 502(i) of ERISA or Section 4975 of the Code upon TRFC or any of its Subsidiaries. No liability to the Pension Benefit Guaranty Corporation ("PBGC") has been or is expected by TRFC or any of its Subsidiaries to be incurred with respect to any TRFC Employee Plan which is subject to Title IV of ERISA (" TRFC Pension Plan"), or with respect to any "single-employer plan" (as defined in Section 4001(a) of ERISA) and covers currently or formerly maintained by TRFC or any employee entity which is considered one employer with TRFC under Section 4001(b)(1) of ERISA or former employee Section 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute Code (an "employee pension benefit planERISA Affiliate"). No TRFC Pension Plan had an "accumulated funding deficiency" (as defined in Section 3(2302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof; the fair market value of the assets of each TRFC Pension Plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such TRFC Pension Plan as of the end of the most recent plan year with respect to the respective TRFC Pension Plan ending prior to the date hereof, includingcalculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such TRFC Pension Plan as of the date hereof; and no notice of a "reportable event" (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any TRFC Pension Plan within the 12-month period ending on the date hereof. Neither TRFC nor any of its Subsidiaries has provided, without limitationor is required to provide, a security to any TRFC Pension Plan or to any single- employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. Neither TRFC, its Subsidiaries, nor any ERISA Affiliate has contributed to any "multiemployer plan," as defined in Section 3(37) of ERISA, on or a after September 26, 1980. Each TRFC Employee Plan that is an "defined employee pension benefit plan," (as defined in Section 3(353(2) of ERISA) and subject which is intended to Title IV be qualified under Section 401(a) of ERISAthe Code (a "TRFC Qualified Plan") has received a favorable determination letter from the Internal Revenue Service ("IRS"), and no Employee TRFC and its Subsidiaries are not aware of any circumstances likely to result in revocation of any such favorable determination letter. Each TRFC Qualified Plan that is maintained in connection with any trust described an "employee stock ownership plan" (as defined in Section 501(c)(94975(e)(7) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain ) has satisfied all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason applicable requirements of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health Sections 409 and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h4975(e)(7) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) the regulations thereunder in all respects and any assets of ERISAany such TRFC Qualified Plan that are not allocated to participants' individual accounts are pledged as security for, there and may be applied to satisfy, any securities acquisition indebtedness. There is no pending or, to TRFC's knowledge, threatened litigation, administrative action or proceeding relating to any TRFC Employee Plan. There has been timely compliance no announcement or commitment by TRFC or any of its Subsidiaries to create an additional TRFC Employee Plan, or to amend any TRFC Employee Plan, except for amendments required by applicable law which do not materially increase the cost of such TRFC Employee Plan; and, except as specifically identified in all material respects with all requirements imposed TRFC's Disclosure Letter, TRFC and its Subsidiaries do not have any obligations for post-retirement or post-employment benefits under any TRFC Employee Plan that cannot be amended or terminated upon 60 days' notice or less without incurring any liability thereunder, and under Parts except for coverage required by Part 6 and 7 of Title I of ERISA generallyor Section 4980B of the Code, so that or similar state laws, the Seller cost of which is borne by the insured individuals. With respect to TRFC or any of its Subsidiaries, for the Employee Plans listed in TRFC's Disclosure Letter, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any payment or series of payments by TRFC or any of its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the Code), increase or secure (by way of a trust or other vehicle) any benefits payable under any TRFC Employee Plan or accelerate the time of payment or vesting of any such benefit. With respect to each TRFC Employee Plan, TRFC has supplied to RBI a true and correct copy of (A) the annual report on the applicable form of the Form 5500 series filed with the IRS for the most recent three plan years, if required to be filed, (B) such TRFC Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or other funding arrangement relating to such TRFC Employee Plan, including amendments thereto, (D) the most recent summary plan description and summary of material modifications thereto for such TRFC Employee Plan, if the TRFC Employee Plan is subject to Title I of ERISA, (E) the most recent actuarial report or valuation if such TRFC Employee Plan is a TRFC Pension Plan and any affiliate have no subsequent changes to the actuarial assumptions contained therein and (and will not incur anyF) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) the most recent determination letter issued by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining IRS if such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateis a Qualified Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified Set forth on Section 3.16 of the Disclosure Schedule is a true and complete list of each "employee benefit plan," plan (as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i"ERISA")) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered material fringe benefit plan maintained or contributed to or required to be contributed to by the Seller MSC, any Seller, or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers their respective Affiliates, with respect to any employee present or former employee of the any Seller and/or its business ("Employee Benefit Plans"). Neither Seller nor any of Sellers' Affiliates (nor any employer (whether or not incorporated) that would be treated together with either Seller or any affiliate or under which such Affiliate as a single employer within the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None meaning of Section 414 of the Code), has incurred any unsatisfied withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA to any "employee pension benefit plan," within the meaning of Section 3(2) of ERISA, that is a "multiemployer plan," within the meaning of Section 3(37) of ERISA that would result in liability to the Buyer. Each Employee Plans would, individually or collectively, constitute Benefit Plan that is an "employee pension benefit plan" as defined in within the meaning of Section 3(2) of ERISAERISA is intended to be qualified under Section 401(a) of the Code. Neither Seller has incurred, and no event has occurred and no condition or circumstance exists that could result, directly or indirectly, in, any unsatisfied liability (including, without limitation, a "multiemployer plan," as defined in Section 3(37any indirect, contingent or secondary liability) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to any Seller under Title IV of ERISA, and no Employee Plan is maintained ERISA or Section 412 of the Code or Section 302 of ERISA arising in connection with any trust described in Section 501(c)(9) employee pension benefit plan covered or previously covered by Title IV of ERISA or such sections of the CodeCode or ERISA. It Each Seller has complied in all material respects with the applicable requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code ("COBRA"), and will comply with all COBRA obligations arising in connection with the transactions contemplated hereby. Full payment has been made of all amounts which any Seller is understood and agreed that Buyer is not assuming required under applicable law or under any Employee Plans Benefit Plan or liabilities associated therewith, and that any agreement relating to any Employee Benefit Plan to have paid as contributions or premiums thereunder as of the Seller shall retain all last day of the most recent fiscal year of such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Benefit Plan has been maintained in compliance with its terms and ended prior to the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plandate hereof. No assets of the Seller are litigation or could be subjectadministrative or other proceeding, directly audit, examination or indirectlyinvestigation is pending or asserted, or, to any liability the Knowledge of MSC, threatened, anticipated or lien by reason of any action or inaction taken expected to be asserted with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Benefit Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms assets of any such plan and descriptions thereof given (other than routine claims for benefits arising in the ordinary course). No Seller has any obligation under any Employee Benefit Plan or otherwise to employees. With respect provide post-employment or retiree welfare benefits to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller former employee or any affiliate relating toother person, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateexcept as specifically required by COBRA.

Employee Benefit Plans. To Seller's knowledge: The Seller Buyer has provided and/or identified made full payment of all amounts required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each "“employee benefit plan," as defined in ” (within the meaning of ERISA Section 3(3)) that Buyer sponsors, maintains, contributes to, has liability with respect to, or has an obligation to contribute to such plan (the “Buyer Plans”). The liability of ERISA Buyer with respect to each Buyer Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the Buyer Plans. With respect to each Buyer Plan that is intended to be qualified under Code Section 401(a): (a) the Buyer Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the Buyer Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (ias extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the Buyer Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the Buyer Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the Buyer Plan qualifies under Code Section 401(k), (d) the Buyer Plan currently satisfies the requirements of Code Section 410(b), and (e) no contribution made to the Buyer Plan is subject to an excise tax under Code Section 4972. With respect to any provision pension plan (within the meaning of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) )), the “accumulated benefit obligation “ of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Sellerpension plan (as determined in accordance with Statement of Accounting Standards No. The Seller has no liability in respect of post-retirement health and medical benefits 87, “Employers’ Accounting for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over Pensions”) does not exceed the fair market value of pension plan assets, or if it does, it does not have a material adverse effect on Buyer taken as whole. Buyer has not had a complete or partial withdrawal from any fundmultiemployer plan (any pension plan that is subject to the requirements of Subtitle E of Title IV of ERISA) which has resulted in material liability to Buyer which has not been satisfied, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect Buyer would not become subject to any Employee Plans material liability under ERISA if Buyer were to withdraw completely from all such multiemployer plans to which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there Buyer contributes or has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect an obligation to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datecontribute.

Employee Benefit Plans. To Seller's knowledge: (a) The Seller Company has provided and/or identified previously made available to the Parent copies of each "material “employee benefit plan," ” as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974 (“ERISA”), of which (i) the Company or any of the Company Subsidiaries is a sponsor or participating employer or as to which the Company or any of the Company Subsidiaries makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee current or former employee of the Seller Company or any affiliate or under which of the Seller or Company Subsidiaries, together with all amendments thereto, all currently effective and related summary plan descriptions, the determination letter from the Internal Revenue Service (the “IRS”), the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B) and a summary of material modifications prepared in connection with any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "“Employee Plans." None ,” and are listed in Section 4.24(a) of the Company Disclosure Letter. No Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, Plan is a "“multiemployer plan," as defined in ” within the meaning of Section 3(37) of ERISA, or . Each Employee Plan that is intended to be qualified in form and operation under Section 401(a) of the Code has received a "defined benefit plan," as defined in Section 3(35) favorable determination letter from the IRS and subject to Title IV of ERISA, and no the associated trust for each such Employee Plan is maintained in connection with any trust described in exempt from tax under Section 501(c)(9501(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each All amendments required to bring each Employee Plan has been maintained in compliance into conformity with its terms and all of the requirements prescribed by any applicable provisions of ERISA, the Code and all statutesother applicable Laws have been made, orders, rules and regulations, including but not limited to, ERISA and except to the Code, which are applicable to extent that such Plan. No assets of the Seller are or could amendments may be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" retroactively adopted under Section 4980B 401(b) of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed the regulations issued thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller(a) Matsco has previously furnished to GBB copies of each of its and any Matsco Subsidiary's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA ERISA, which (i) is subject to any provision of ERISA and covers any employee, whether active or retired, of Matsco, together with all amendments thereto, all related summary plan descriptions (ii) to the extent one is required by law), the most recent determination or was at any time during the last 5 years maintained, administered or contributed to opinion letter issued by the Seller or any affiliate (as defined in IRS for each such plan that is intended to be qualified under Section 407(d)(7401(a) of ERISAthe Code, and the annual reports for the most recent three (3) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilityyears (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with each such plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute Matsco does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or ERISA that would subject Matsco to a "defined benefit plan," as defined in Section 3(35) and subject to Title IV material amount of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. To the knowledge of Matsco, no event has occurred that will subject such Employee Plans to tax under Section 511 of the Code. All amendments required to be made on or before the date hereof to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made. Except as disclosed in a list furnished by Matsco to GBB (the "Matsco Employee Plan List"), all Employee Plans were in effect for substantially all of 1998 and 1999, and there has been no amendment to, written interpretation thereof (other than amendments required to comply with applicable law or announcement (whether or not writtento maintain an Employee Plan's tax- qualified status under Section 401(a) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred Code) or increase in respect the cost thereof for the fiscal year ended immediately prior to the Closing Dateor benefits thereunder on or after January 1, 1998.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "(a) Except as set forth in the Disclosure Schedule, with respect to the employee benefit plan," plans, as defined in Section 3(3) of ERISA ERISA, sponsored or otherwise maintained by FIC or any of the FIC Subsidiaries, whether written or oral, in which FIC or any of the FIC Subsidiaries participates as a participating employer; to which FIC or any of the FIC Subsidiaries contributes and including any such plans which within the preceding six years have been terminated, merged into another plan of FIC or any of the FIC Subsidiaries, frozen or discontinued (collectively, "FIC Plans"): (i) is subject to any provision of ERISA all such FIC Plans have been, in all respects, maintained in compliance with the requirements prescribed by all applicable statutes, orders and (ii) is governmental rules or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAregulations, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAthe Code, and no Employee Plan is maintained in connection with any trust described in Treasury and Labor Regulations promulgated thereunder, (ii) all FIC Plans intended to constitute tax-qualified plans under Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance have complied since their adoption in all material respects with all applicable requirements imposed of the Code and the Treasury Regulations promulgated thereunder, and have, except with respect to plan amendments for which the remedial amendment period under Parts 6 Code Section 401(b) has not yet elapsed, received favorable determination letters from the IRS, and 7 FIC is not aware of Title I any circumstances likely to result in revocation of any such favorable determination letter; (iii) each FIC Plan subject to ERISA or intended to be qualified under Section 401(a) of the Code has been and, if applicable, is being operated in all material respects in accordance with the applicable provisions of ERISA generallyand the Code and the Department of Treasury Regulations promulgated thereunder; (iv) except for the FIC common stock held by its trustee as an asset of the FIC 401k Plan, so that the Seller and no FIC Plan (or its related trust) holds any affiliate have no (and will not incur any) loss, assessment, tax penalty stock or other sanction securities of FIC or any related or affiliated person or entity; (v) FIC has not engaged in any transaction that may subject FIC, or any FIC Plan, to a civil penalty imposed by Section 502 of ERISA; (vi) no prohibited transaction (as defined in Section 406 of ERISA and as defined in Section 4975(c) of the Code) has occurred with respect to any such plan. There has been FIC Plan; (vi) to the knowledge of FIC, there are no amendment toactions, written interpretation suits, proceedings or announcement claims pending (whether other than routine claims for benefits) or not written) by the Seller or any affiliate relating tothreatened, or change in employee participation or coverage underagainst FIC, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for FIC Subsidiaries, any FIC Plan, any fiduciary of any FIC Plan or the fiscal year ended immediately prior to the Closing Dateassets of any FIC Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision KF’s Disclosure Letter contains a complete and accurate list of ERISA all pension, retirement, savings, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and (ii) is or was at any time during the last 5 years maintainedother benefit plans, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) contracts, agreements and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAarrangements, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, “employee benefit plans,” as defined in ERISA Section 3(3), incentive and the Codewelfare policies, which are applicable to such Plan. No assets of the Seller are or could be subjectcontracts, directly or indirectly, to any liability or lien by reason of any action or inaction taken plans and arrangements and all trust agreements related thereto with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired present or former directors, officers or other employees of KF (hereinafter referred to collectively as the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code“KF Employee Plans”). The Seller There has reserved its right been no announcement or commitment by KF to create an additional KF Employee Plan, or to amend or terminate any KF Employee Plan or other benefit arrangement providing health or medical benefits in respect Plan, except for amendments required by applicable law that do not materially increase the cost of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employeesKF Employee Plan. With respect to any each KF Employee Plans which are "group health plans" under Section 4980B Plan, KF has previously made available to the Cincinnati Federal Parties a true and correct copy of (A) the annual report on the applicable form of the Code Form 5500 series filed with the IRS for the most recent three plan years, if required to be filed, (B) such KF Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or other funding arrangement relating to such KF Employee Plan, including amendments thereto, (D) the most recent summary plan description and Section 607(l) summary of material modifications thereto for such KF Employee Plan, to the extent available, if the KF Employee Plan is subject to Title I of ERISA, there has been timely compliance and (E) the most recent actuarial report or valuation if such KF Employee Plan is a KF Pension Plan and any subsequent changes to the actuarial assumptions contained therein. Each KF Employee Plan that provides for the payment of “deferred compensation,” including any employment agreement between KF and any employee, complies in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.IRC Section 409A.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified All UPC Plans are in ---------------------- compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws, the breach or violation of which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC. For purposes of this Agreement, the term "UPC Plan" means each "bonus, incentive compensation, severance pay, medical or other insurance program, retirement plan, or other employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is plan program, agreement, or was at any time during the last 5 years arrangement sponsored, maintained, administered or contributed to by the Seller UPC or any affiliate (as defined in trade or business, whether or not incorporated, that together with UPC or any of its Subsidiaries would be deemed a "single employer" under Section 407(d)(7) 4001 of ERISA) and covers any employee ERISA or former employee Section 414 of the Seller or any affiliate Internal Revenue Code (a "UPC ERISA Affiliate") or under which the Seller UPC or any affiliate UPC ERISA Affiliate has any liabilityLiability or obligation. Such plans are referred No Liability under Title IV of ERISA has been incurred by UPC or any UPC ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a Material risk to collectively herein as the "Employee Plans." None UPC or any UPC ERISA Affiliate of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and incurring any such Liability. With respect to any UPC Plan that is subject to Title IV of ERISA, and no Employee Plan is maintained full payment has been made, or will be made in connection accordance with any trust described in Section 501(c)(9404(a)(6) of the Internal Revenue Code. It , of all amounts that UPC or any UPC ERISA Affiliate is understood and agreed that Buyer is not assuming any Employee Plans required to pay under Section 412 of the Internal Revenue Code or liabilities associated therewithunder the terms of the UPC Plans, and that no accumulated funding deficiency (within the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets meaning of Section 412 of the Seller are Internal Revenue Code or could be subjectSection 302 of ERISA, directly whether or indirectly, to any liability or lien by reason of any action or inaction taken not waived) exists with respect to any Employee Plan maintained by UPC Plan. There are no Material actions, suits, or claims pending, or, to the Seller. The Seller has no liability in respect Knowledge of post-retirement health and medical benefits for retired employees of the Seller UPC, threatened or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect anticipated relating to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such planUPC Plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or Material adverse change in employee participation the financial position or coverage under, funded status of any Employee UPC Plan which would increase that is subject to Title IV of ERISA since the expense of maintaining such Employee Plan above the level date of the expense incurred in respect thereof for the fiscal year ended immediately prior information relating to the Closing Datefinancial position and funded status of each such plan contained in the most recent Annual Report on Form 10-K filed by UPC with SEC.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "(a) All employee benefit plan," as defined in benefits plans (within the meaning of Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of "ERISA")) and covers other benefit arrangements covering employees of MDI and the MDI Subsidiaries, other than any employee or former employee multiemployer plan (within the meaning of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA) (the "MDI Benefit Plans") are listed in Section 5.16(a) of the MDI Disclosure Letter. True and complete copies of the MDI Benefit Plans have been provided or made available to Bradxxx. Xx the extent applicable, the MDI Benefit Plans have been administered in all material respects in accordance with their terms and comply, in all material respects, with the applicable requirements of ERISA and the Code. Any MDI Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS or a "defined benefit plan," as defined in Section 3(35) determination letter request has been filed with the IRS with respect to any such plan and subject to is still pending. No MDI Benefit Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming No MDI Benefit Plan nor MDI or any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan MDI Subsidiary has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to incurred any liability or lien by reason penalty under Section 4975 of the Code or Section 502(i) of ERISA. There are no pending or anticipated claims against or otherwise involving any of the MDI Benefit Plans and no suit, action or inaction taken other litigation (excluding claims for benefits incurred in the ordinary course of MDI Benefit Plan activities) has been brought against or with respect to any Employee Plan maintained by the Sellersuch MDI Benefit Plan. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees All contributions required to be made as of the Seller date hereof to the MDI Benefit Plans have been made or any affiliateprovided for. Except as otherwise required by Sections 601 through 608 of ERISA, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISAapplicable state laws, there MDI does not maintain or contribute to any plan or arrangement which provides or has been timely compliance in all material respects with all requirements imposed thereunderany liability to provide life insurance, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty medical or other sanction with respect employee welfare benefits to any such plan. There employee or former employee upon his retirement or termination of employment and MDI has been no amendment tonever represented, written interpretation promised or announcement contracted (whether in oral or not writtenwritten form) by the Seller to any employee or any affiliate relating to, or change in former employee participation or coverage under, any Employee Plan which that such benefits would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.be

Employee Benefit Plans. To Seller's knowledge: (a) The Seller has provided and/or identified each "Disclosure Schedule lists all employee benefit plan," as defined in plans (within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all other employee benefits arrangements and policies (including individual written employment, consulting or severance arrangements providing for payment to an individual of an amount in excess of $50,000 per year), termination or severance policies and bonus programs relating to the Rolodex Business which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered are maintained or contributed to by the Seller or any affiliate Rolodex PR and (except with respect to individual written employment, consulting or severance arrangements) which have a value to each employee covered by such plan, arrangement or policy of at least $5,000 per year or a cost to Seller or Rolodex PR of at least $50,000 per year (the "ROLODEX BENEFIT Plans"). Seller has provided to Purchaser (a) true and complete copies of all Rolodex Benefit Plans; (b) the most recent annual actuarial evaluation, if any, prepared for each Rolodex Benefit Plan; (c) the most recent annual report (series 5500), if any, required under ERISA with respect to each Rolodex Benefit Plan; (d) the most recent determination letter received from the Internal Revenue Service (the "IRS") or Puerto Rico Treasury Department, if any, for each Rolodex Benefit Plan; and (e) the most recent Summary Plan Description, if any, required under ERISA with respect to each Rolodex Benefit Plan. Except as defined set forth in the Disclosure Schedule, (i) with respect to each Rolodex Benefit Plan that is intended to be qualified under Section 407(d)(7401(a) of ERISAthe Internal Revenue Code of 1986, as amended (the "CODE") and covers any employee or former employee under Section 165(a) of the Puerto Rico Income Tax Act of 1954, as amended, and is maintained by Seller or Rolodex PR for any affiliate or under which the of their employees, (x) Seller or any affiliate Rolodex PR has any liability. Such plans obtained a favorable determination letter from the IRS or Puerto Rico Treasury Department, (y) such plan has been operated in compliance with ERISA and the Code and the regulations thereunder and in accordance with its terms and the requirements of all other applicable statutes covering such plan except where the failure to so comply does not, individually or in the aggregate, have a Material Adverse Effect, and (z) Seller and Rolodex PR are referred not, and to collectively herein as the "Employee Plans." None Seller's knowledge no other Person is, engaged in a transaction prohibited by Section 4975 of the Employee Plans Code or Section 406 of ERISA which would result in a liability to Seller and Rolodex PR which would, individually or collectivelyin the aggregate, constitute an "employee pension benefit plan" as defined have a Material Adverse Effect; (ii) each Rolodex Benefit Plan which is subject to Part III of Subtitle B of Title I of ERISA or Section 412 of the Code has been maintained in compliance with the minimum funding standards of ERISA and the Code except for any failure to comply which would not, individually or in the aggregate, have a Material Adverse Effect; (iii) no reportable event, within the meaning of Section 3(2) 4043 of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and has occurred with respect to any Rolodex Benefit Plan which is subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken other than reportable events with respect to any Employee Plan maintained which notice has been waived by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Pension Benefit Guaranty Corporation or any affiliatewhich would not, determined using assumptions that are reasonable individually or in the aggregate, over the fair market value of have a Material Adverse Effect; and (iv) there are no actions pending or, to Seller's knowledge, threatened before any fundcourt or Governmental Authority, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes against any fund established pursuant to Section 401(h) of the Code). The benefit plans maintained by Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to the Rolodex Business or by Rolodex PR (excluding any such "multiemployer plan. There has been no amendment to" within the meaning of Section 3(37) of ERISA and those plans or coverages administered by third parties) with respect to which there is a reasonable likelihood of a determination or settlement which, written interpretation individually or announcement (whether or not written) by in the Seller or any affiliate relating toaggregate, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datehave a Material Adverse Effect.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject Based upon the latest valuation of each Employee Benefit Plan that either Lessee or any ERISA Affiliate maintains or contributes to, or has any obligation under (which occurred within twelve months of the date of this representation), the aggregate benefit liabilities of such plan within the meaning of 4001 of ERISA did not exceed the aggregate value of the assets of such plan. Neither Lessee nor any ERISA Affiliate has any liability with respect to any provision of ERISA and (ii) post-retirement benefit under any Employee Benefit Plan which is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate a welfare plan (as defined in Section 407(d)(7section 3(1) of ERISA) and covers any employee or former employee ), other than liability for health plan continuation coverage described in Part 6 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2Title I(B) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer which liability for health plan contribution coverage is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansreasonably likely to have a Material Adverse Effect. (ii) Each Employee Benefit Plan has been maintained complies, in compliance both form and operation, in all material respects, with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited toterms, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunderIRC, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty condition exists or other sanction event has occurred with respect to any such planplan which would result in the incurrence by either Lessee or any ERISA Affiliate of any liability, fine or penalty that is reasonably likely to have a Material Adverse Effect. There Each Employee Benefit Plan, related trust agreement, arrangement and commitment of Lessee or any ERISA Affiliate is legally valid and binding and in full force and effect. No Employee Benefit Plan is being audited or investigated by any government agency or is subject to any pending or threatened claim or suit that is reasonably likely to have a Material Adverse Effect. Neither Lessee nor any ERISA Affiliate nor any fiduciary of any Employee Benefit Plan has engaged in a prohibited transaction under section 406 of ERISA or section 4975 of the IRC. (iii) Neither Lessee nor any ERISA Affiliate contributes to or has any material contingent obligations to any Multiemployer Plan. Neither Lessee nor any ERISA Affiliate has incurred any liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as a result of a sale of assets described in Section 4204 of ERISA that is reasonably likely to have a Material Adverse Effect. Neither Lessee nor any ERISA Affiliate has been no amendment to, written interpretation notified that any Multiemployer Plan is in reorganization or announcement insolvent under and within the meaning of Section 4241 or Section 4245 of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA. (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.m)

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified Company, each "employee benefit plan," as defined of its Subsidiaries and each of their respective ERISA Affiliates are in Section 3(3) of ERISA which (i) is subject to any provision compliance with all applicable provisions and requirements of ERISA and (iithe 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 for such noncompliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code is so qualified or was at will be qualified by admission of such Plan for an IRS determination in a timely fashion, if not already submitted, and the timely making of such amendments as may be required as a condition for issuance of a favorable determination. No ERISA Event has occurred or as of the date hereof is reasonable expected to occur where such Event individually or in the aggregate would have a Material Adverse Effect. As of the most recent valuation date for any time during the last 5 years maintainedPension Plan, administered or contributed to by the Seller or any affiliate amount of unfunded benefit liabilities (as defined in Section 407(d)(74001(a)(18) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldERISA “Unfunded Benefit Liabilities”), individually or collectivelyin the aggregate for all Pension Plans (except for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), constitute an "employee pension benefit plan" as defined in could not reasonably be expected to 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 3(24203 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, including, without limitation, could not reasonably be expected to have a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateMaterial Adverse Effect.

Employee Benefit Plans. To Seller's knowledge: SCHEDULE 6.10 hereto identifies each ERISA Plan. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The Seller liability of each Controlled Group member with respect to each ERISA Plan has provided and/or identified been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as 44 50 currently in effect, other than those requirements for which a retroactive amendment can be made within the "employee benefit plan,remedial amendment period" available under Code Section 401(b) (as defined in extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 3(3401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described "remedial amendment period" has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described "remedial amendment period", and (e) no contribution made to the ERISA which (i) Plan is subject to an excise tax under Code Section 4972. With respect to any provision of ERISA and Pension Plan (ii) is or was at any time during except to the last 5 years maintainedextent set forth in footnote 3 to Borrower's Consolidated financial statements for the fiscal year ended October 29, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as 2000), the "Employee Plans.accumulated benefit obligation" None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Controlled Group members with respect to any Employee the Pension Plan maintained by the Seller(as determined in accordance with Statement of Accounting Standards No. The Seller has no liability in respect of post-retirement health and medical benefits 87, "Employers' Accounting for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over Pensions") does not exceed the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Pension Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateassets.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined All Benefit Plans and all Multiemployer Plans in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance Borrower participate comply in all material respects with all requirements imposed thereunderof the Department of Labor and the Internal Revenue Service promulgated under ERISA and with all other applicable law. The Borrower has not taken or failed to take any action with respect to the Benefit Plans which might create any liability on the part of the Borrower which, individually or in the aggregate, could have a Materially Adverse Effect. Each "fiduciary" (within the meaning of section 3(21)(A) of ERISA) as to each Benefit Plan and, to the best of the knowledge of the Borrower, as to each Multiemployer Plan, has complied in all material respects with the requirements of ERISA and all other applicable law in respect of each such Plan. In addition, as of the date hereof: (i) no Defined Benefit Plan or, to the best of the knowledge of the Borrower, any Multiemployer Plan, has incurred an "accumulated funding deficiency" (within the meaning of section 412(a) of the Code), whether or not waived; (ii) no "reportable event" (within the meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or, to the best of the knowledge of the Borrower, any Multiemployer Plan, there have been no terminations of any Defined Benefit Plan or, to the best of the knowledge of the Borrower, any Multiemployer Plan, or any related trust, and under Parts 6 and 7 no such termination of Title I any of the foregoing reasonably can be expected to occur; (iii) no "prohibited transaction" (within the meaning of section 406 of ERISA generallyor section 4975(c) of the Code) has occurred with respect to any Benefit Plan, so that or to the Seller best of the knowledge of the Borrower, any Multiemployer Plan; (iv) the aggregate present value of accrued benefits of the Defined Benefit Plans is not more than the aggregate value of the assets of such plans, there has been no withdrawal liability incurred by the Borrower or any such Land Owner with respect to any Multiemployer Plans, and neither the Borrower nor any affiliate have such Land Owner has withdrawn (partially or totally within the meaning of ERISA) from any Multiemployer Plan; and (v) other than claims in the ordinary course for benefits with respect to any Benefit Plan, or, to the best of the knowledge of the Borrower, any Multiemployer Plan, there are no (and will not incur any) lossactions, assessmentsuits, tax penalty or other sanction claims pending with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller plan or any affiliate relating tocircumstances known to the Borrower which might give rise to any such action, suit, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateclaims.

Employee Benefit Plans. (a) Except as provided in writing to Purchaser and as listed on Exhibit 3.29, with respect to all employees and former employees of Seller and ------- all dependents and beneficiaries of such employees and former employees, (i) Seller does not maintain or contribute to any non-qualified deferred compensation or retirement plans, contracts or arrangements, (ii) Seller does not maintain or contribute to any qualified defined contribution plans as defined in Section 3(34) of ERISA or Section 414(i) of the Code, (iii) Seller does not maintain or contribute to any qualified defined benefit plans as defined in Section 3(35) of ERISA or Section 414(j) of the Code, and (iv) Seller does not maintain or contribute to any employee welfare benefit plans as defined in Section 3(1) of ERISA. (b) To the best of Seller's knowledge: The Seller has provided and/or identified each ", to the extent required (either as a matter of law or to obtain the intended tax treatment and tax benefits), all employee benefit plan," plans as defined in Section 3(3) of ERISA which Seller does maintain or to which it does contribute (collectively, the "Plans") comply in all material respects with the requirements of ERISA and the Code. With respect to the Plans, (i) is subject to any provision of ERISA all required contributions which are due have been made and a proper accrual has been made for all contributions due in the current fiscal year, (ii) is there are no actions, suits or was at any time during the last 5 years maintainedclaims pending, administered or contributed to by the Seller or any affiliate other than routine uncontested claims for benefits, and (iii) there have been no prohibited transactions as defined in Section 407(d)(7) 406 of ERISA) and covers any employee ERISA or former employee Section 4975 of the Code. (c) Seller or does not contribute (and has not ever contributed) to any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldmulti-employer plan, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA. Seller has no actual or potential liabilities under Section 4201 of ERISA for any complete or partial withdrawal from a multi-employer plan. Seller has no actual or potential liability for death or medical benefits after separation from employment, other than (i) death benefits under the employee benefit plans or a "defined benefit plan," as defined in Section 3(35) and programs (whether or not subject to Title IV of ERISA) that will be set forth in writing to Purchaser, and no Employee Plan is maintained in connection with any trust (ii) health care continuation benefits described in Section 501(c)(9) 4980B of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.3.30 GIFTS3.30

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "term “Employee Benefit Plan” shall mean any deferred compensation, stock, employee or retiree pension benefit, welfare benefit or other similar fringe or employee benefit plan," , program, policy, contract or arrangement, written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, or any other plan described in the Employee Retirement Income Security Act of 1974, as defined in Section 3(3amended (“ERISA”) covering employees or former employees of ERISA which (i) is subject to any provision of ERISA ALT and (ii) is or was at any time during the last 5 years maintained, administered maintained or contributed to by ALT. Where applicable, each Employee Benefit Plan has been administered in material compliance with the Seller terms of such Employee Benefit Plan and the requirements of ERISA and all other applicable regulations. Except as set forth on Schedule 6.1(e), ALT does not maintain or contribute to, nor has ever maintained or contributed to, any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and Benefit Plan subject to Title IV of ERISA, and ERISA or a “multiemployer plan.” There are no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect facts relating to any Employee Benefit Plan maintained by the Seller. The Seller has no liability that (i) have resulted in respect a “prohibited transaction” of post-retirement health and medical benefits for retired employees of the Seller a material nature or any affiliate, determined using assumptions that have resulted or are reasonable reasonably likely to result in the aggregateimposition of a material excise tax, over the fair market value of any fund, reserve penalty or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). The Seller has reserved its right to amend , (ii) have resulted in a material breach of fiduciary duty or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect violation of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 Part 4 of Title I of ERISA generallyERISA, so that the Seller and or (iii) have resulted in or are reasonably likely to result in any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement material liability (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level asserted as of the expense incurred in respect thereof for date hereof) of any ERISA affiliate pursuant to Section 412 of the fiscal year ended immediately Code arising under or related to any event, act or omission occurring on or prior to the Closing Datedate hereof and as of the Closing. Each Employee Benefit Plan that is intended to qualify under Section 401(a) or to be exempt under Section 501(c) of the Code is so qualified or exempt. No Employee Benefit Plan has an “accumulated funding deficiency,” whether or not waived, and no waiver has been applied for. ALT has not made any promises or incurred any liability under any Employee Benefit Plan or otherwise to provide health or other welfare benefits to current or future retirees or other former employees of ALT, except as set forth in Schedule 6.1(e).

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified (a) True, correct and complete copies of each "employee benefit plan," plan (as that term is defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which (i) plan is subject to any provision provisions of ERISA and covers any one or more of the directors and employees of Arbor, whether active or retired (an "Employee Plan")) of Arbor, including amendments and trust agreements relating thereto, have been delivered to TeleBanc, together with (i) a complete and correct copy of the five most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such Employee Plan, (ii) is or was at a true, correct and complete copy of the five most recent actuarial valuation reports, if any, prepared in connection with any time during such Employee Plan, and (iii) a true, correct and complete copy of the last 5 years maintained, administered or contributed to by the Seller or most recent summary plan description (including any affiliate (as defined in Section 407(d)(7summaries of material modifications) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilityeach such Employee Plan. Such plans are referred to collectively herein as the "Employee Plans." None of the such Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, is a "multiemployer plan," as defined in Section 3(37) of ERISA, or and Arbor has not been obligated to make a "defined benefit plan," as defined in Section 3(35) and subject contribution to Title IV of ERISAany such multiemployer plan within the past five years. Since its inception, and no each Employee Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "IRC") has been operated and administered in all material respects in accordance with the requirements for a qualified plan under Section 401(a) of the IRC and each trust maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all each such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms operated and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance administered in all material respects in accordance with all the requirements imposed thereunder, for a tax exempt trust under Section 501 of the IRC and under Parts 6 and 7 of Title I of ERISA generally, so that applicable state laws. Arbor has received from the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction Internal Revenue Service a determination letter with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense qualification of maintaining each such Employee Plan above the level and has delivered to TeleBanc a true and complete copy of the expense incurred in respect thereof most recent determination letter for the fiscal year ended immediately prior each such Employee Plan, as well as all correspondence relating to the Closing Dateapplication therefor. The representations made as a part of the application for each such determination letter were true and complete when made and continue to be true and complete. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the qualified status of any such Employee Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in Section 3(3(a) of ERISA which (i) is subject to any provision Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA 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, (ii) each Employee Benefit Plan which is or was at intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (iii) no liability to the PBGC (other than required premium payments), the IRS, any time during the last 5 years maintained, administered or contributed to by the Seller Employee Benefit Plan or any affiliate trust established under Title IV of ERISA has been or is expected to be incurred by Borrower or any of its Subsidiaries, (iv) no ERISA Event has occurred or is reasonably expected to occur, (v) except to the extent required under Section 4980B of the Internal Revenue Code or similar 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 Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates, and (vi) Borrower, 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 “default” (as defined in Section 407(d)(74219(c)(5) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability payments to a Multiemployer Plan; in respect each of post-retirement health and medical benefits for retired employees of the Seller or any affiliatesubclause (i) through (vi), determined using assumptions that are reasonable except as would not reasonably be expected to result, in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datea Material Adverse Effect.

Employee Benefit Plans. To Seller(i) HCB's knowledge: The Seller has provided and/or identified each Disclosure Letter contains a complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements and arrangements, including, but not limited to, "employee benefit planplans," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldRetirement Income Security Act of 1974, individually or collectivelyas amended ("ERISA"), constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAincentive and welfare policies, includingcontracts, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) plans and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any arrangements and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken trust agreements related thereto with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired present or former directors, officers or other employees of the Seller HCB or any affiliate, determined using assumptions that are reasonable in of its Subsidiaries (hereinafter referred to collectively as the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code"HCB EMPLOYEE PLANS"). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment toannouncement or commitment by HCB or any of its Subsidiaries to create an additional HCB Employee Plan, written interpretation or announcement to amend any HCB Employee Plan, except for amendments required by applicable law which do not materially increase the cost of such HCB Employee Plan. With respect to each HCB Employee Plan, included with HCB's Disclosure Letter is a true and correct copy of (whether A) the annual report on the applicable form of the Form 5500 series filed with the Internal Revenue Service ("IRS") for the most recent three plan years, if required to be filed, (B) such HCB Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or not writtenother funding arrangement relating to such HCB Employee Plan, including amendments thereto, (D) the most recent summary plan description and summary of material modifications thereto for such HCB Employee Plan, if the HCB Employee Plan is subject to Title I of ERISA, (E) the most recent actuarial report or valuation if such HCB Employee Plan is a HCB Pension Plan (as defined below) and any subsequent changes to the actuarial assumptions contained therein and (F) the most recent determination letter issued by the Seller or any affiliate relating to, or change in employee participation or coverage under, any IRS if such HCB Employee Plan which would increase the expense of maintaining such Employee is a HCB Qualified Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date(as defined below).

Employee Benefit Plans. To Seller's knowledge: The Seller Buyer has provided and/or identified made full payment of all amounts required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each "employee benefit plan," as defined in (within the meaning of ERISA Section 3(3)) that Buyer sponsors, maintains, contributes to, has liability with respect to, or has an obligation to contribute to such plan (the "Buyer Plans"). The liability of ERISA Buyer with respect to each Buyer Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the Buyer Plans. With respect to each Buyer Plan that is intended to be qualified under Code Section 401 (a): (a) the Buyer Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the Buyer Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the "remedial amendment period" available under Code Section 401(b) (ias extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the Buyer Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the Buyer Plan qualifies under Code Section 401 (a), that the associated trust qualifies under Code Section 501 (a) and, if applicable, that any cash or deferred arrangement under the Buyer Plan qualifies under Code Xxxxxxx 000 (x), (x) the Buyer Plan currently satisfies the requirements of Code Section 410(b), and (e) no contribution made to the Buyer Plan is subject to an excise tax under Code Section 4972. With respect to any provision pension plan (within the meaning of ERISA and (ii) is or was at any time during the last 5 years maintainedSection 3(2)), administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans.accumulated benefit obligation " None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Sellerpension plan (as determined in accordance with Statement of Accounting Standards No. The Seller has no liability in respect of post-retirement health and medical benefits 87, "Employers' Accounting for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over Pensions") does not exceed the fair market value of pension plan assets, or if it does, it does not have a material adverse effect on Buyer taken as whole. Buyer has not had a complete or partial withdrawal from any fundmultiemployer plan (any pension plan that is subject to the requirements of Subtitle E of Title IV of ERISA) which has resulted in material liability to Buyer which has not been satisfied, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect Buyer would not become subject to any Employee Plans material liability under ERISA if Buyer were to withdraw completely from all such multiemployer plans to which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there Buyer contributes or has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect an obligation to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datecontribute.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined DSI and Xxxx have listed in Section 3(33.21 of ---------------------- the Disclosure Schedule and have furnished to Buyer for the past fiscal year true and complete copies of any of DSI's or its Subsidiaries' (a) of ERISA which non-qualified deferred or incentive compensation or retirement plans or arrangements, (ib) is subject to any provision of ERISA qualified retirement plans or arrangements, (c) other employee compensation, severance or termination pay or welfare benefit plans or programs, and (iid) is related trusts, insurance contracts or was at any time during the last 5 years other funding arrangements maintained, administered established or contributed to by DSI or its Subsidiaries or to which DSI or its Subsidiaries is a party or otherwise is bound. Except as required by law, neither DSI nor its Subsidiaries maintains or contributes or has ever in the Seller past five (5) years maintained or contributed to any affiliate funded or unfunded medical, health or life insurance plan or arrangement for retirees or terminated employees. Neither DSI nor its Subsidiaries contributes or has any obligation to make and has never contributed or had any obligation to make in the past five (5) years any payment or contribution to a "Multi-Employer Plan," as that term is defined in Section 407(d)(73(37) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended ("ERISA"), and DSI ----- does not have any actual or collectivelypotential liability under Section 4201 of ERISA for any complete or partial withdrawal from a multi-employer plan. Neither DSI nor its Subsidiaries maintains, constitute an "contributes to or has any liability or has ever maintained, contributed or had any liability in the past five (5) years with respect to any employee pension benefit plan" plan (as defined in Section 3(2) of ERISA, including, without limitation, ) which is intended to meet the requirements of a "multiemployer plan," as defined in qualified plan under Section 3(37401(a) of ERISAthe Code. Neither DSI nor its Subsidiaries maintains, contributes to or has any liability or has ever maintained, contributed to or had any liability in the past five (5) years with respect to a "defined benefit plan," as defined in Section 3(35) and plan which is subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood With respect to the employee benefit plans listed in Section 3.21 of the Disclosure Schedule, DSI has furnished to Buyer true and agreed that Buyer is not assuming complete copies of (i) any Employee Plans summary plan description or liabilities associated therewithother employee communication materials, (ii) the latest financial statements and that annual reports and (iii) all documents filed with the Seller shall retain Internal Revenue Service or the Department of Labor since January 31, 1993. All qualified employee benefit plans and related trusts listed in Section 3.21 of the Disclosure Schedule and maintained or contributed to by DSI or its Subsidiaries, or with respect to which DSI or its Subsidiaries now has or has ever had in the past five (5) years any liability or potential liability, comply in form and in operation with all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, of ERISA and the Code, which are applicable . All required reports with respect to such Planplans required by applicable law have been filed and all contributions or payments presently anticipated hereunder have been made or properly accrued. No assets applications for rulings, determination letters, advisory opinions or prohibited transaction exemptions are currently pending before the Internal Revenue Service, the Department of Labor or the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Pension Benefit Guaranty Corporation with respect to any Employee Plan maintained by such employee benefit plans or arrangements or any related trusts. None of such employee benefit plans or arrangements, any related trusts, the Seller. The Seller has no liability in respect trustees of post-retirement health any related trusts or the directors, officers and medical benefits for retired employees of DSI or its Subsidiaries is the Seller subject of any lawsuit, arbitration or other proceeding concerning any affiliate, determined using assumptions that are reasonable benefit claim or other benefit-related matter (other than routine claims in the aggregateOrdinary Course of Business), over the fair market value and there have been no prohibited transactions as described in Section 406 of any fund, reserve ERISA or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to as defined in Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B 4975 of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Neither DSI its Subsidiaries, its directors, officers and employees nor any other fiduciary, as such term is defined in Section 3 of ERISA, has been no amendment to, written interpretation or announcement (whether or not written) committed any breach of fiduciary responsibility imposed by the Seller ERISA or any affiliate relating toother applicable law which would subject DSI or its Subsidiaries, or change in employee participation their respective directors, officers and employees to liability under ERISA or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateapplicable law.

Employee Benefit Plans. To Seller's knowledge: The Seller CVB has provided and/or identified previously made available to ONB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which CVB or any member of the same controlled group of corporations, trades or businesses as CVB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) CVB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of CVB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan description (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute CVB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, ERISA that would subject CVB or any of its ERISA Affiliates to a "defined benefit material amount of withdrawal liability upon withdrawal from any such plan," as defined in . No event has occurred that will subject such Employee Plans to a material amount of tax under Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) 511 of the Code. It is understood All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and agreed that Buyer all other applicable laws have been made other than to make amendments for which the regulatory remedial amendment period has not expired. As disclosed in a list furnished by CVB to ONB (the "CVB Employee Plan List"), all Employee Plans were in effect for substantially all of 1998, and there has been no material amendment thereof (other than amendments required to comply with applicable law) or material increase in the cost thereof or benefits thereunder on or after January 1, 1998. With respect to all Employee Plans and Benefit Arrangements, CVB and its ERISA Affiliates are in material compliance with their terms and (other than noncompliance the cost or liability of which is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance material) with its terms and the requirements prescribed by any and all statutes, governmental or court orders, or governmental rules and regulationsor regulations currently in effect, including but not limited to, to ERISA and the Code, which are applicable to such Planplans or arrangements. No assets Each of the Seller are or could Employee Plans which is intended to be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to a qualified plan under Section 401(h401(a) of the Code). The Seller Code has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect received a favorable determination letter from the Internal Revenue Service and neither CVB nor CBB knows of any active employee of fact which could adversely affect the Seller under the terms qualified status of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan other than the requirement to make amendments for which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateregulatory remedial amendment period has not expired.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "All employee benefit plan," as defined in benefits plans (within the meaning of Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee other benefit arrangements covering employees of Bradxxx xxx the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such Bradxxx Xxxsidiaries (other than multiemployer plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2Sections 3(37) and 4001(a)(3) of ERISA, including, without limitation, a ) (the "multiemployer plan," as defined Bradxxx Xxxefit Plans") are listed in Section 3(376.12 of the Bradxxx Xxxclosure Letter. True and complete copies of the Bradxxx Xxxefit Plans have been provided or made available to MDI. To the extent applicable, the Bradxxx Xxxefit Plans have been administered in all material respects in accordance with their terms and comply, in all material respects, with the applicable requirements of ERISA and the Code. Any Bradxxx Xxxefit Plan intended to be qualified under Section 401(a) of ERISA, the Code has received a favorable determination letter from the IRS or a "defined benefit plan," as defined in Section 3(35) determination letter request has been filed with the IRS with respect to any such plan and subject to is still pending. No Bradxxx Xxxefit Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming No Bradxxx Xxxefit Plan nor Bradxxx xx any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to Bradxxx Xxxsidiaries has incurred any liability or lien by reason penalty under Section 4975 of the Code or Section 502(i) of ERISA. There are no pending or anticipated claims against or otherwise involving any of the Bradxxx Xxxefit Plans and no suit, action or inaction taken other litigation (excluding claims for benefits incurred in the ordinary course of Bradxxx Xxxefit Plan activities) has been brought against or with respect to any Employee Plan maintained by the Sellersuch Bradxxx Xxxefit Plan. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees All material contributions required to be made as of the Seller date hereof to the Bradxxx Xxxefit Plans have been made or any affiliateprovided for. Except as otherwise required by Sections 601 through 608 of ERISA, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(lapplicable state laws, Bradley does not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance, medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment and Bradxxx xxx never represented, promised or contracted (whether in oral or written form) of ERISAto any employee or former employee that such benefits would be provided. Except as disclosed in the Bradxxx Xxxorts, there has been timely compliance in all material respects with all requirements imposed thereunderthe execution of, and under Parts 6 and 7 performance of Title I of ERISA generallythe transactions contemplated in, so that the Seller and any affiliate have no (and this Agreement will not incur any(either alone or upon the occurrence of any additional subsequent events directly related to the transaction contemplated herein) lossconstitute an event under any Bradxxx Xxxefit Plan that will or may result in any payment (whether of severance pay or otherwise), assessmentacceleration, tax penalty forgiveness of indebtedness, vesting, distribution, increase in benefits or other sanction obligations to fund benefits with respect to any such plan. There has been no amendment toemployee, written interpretation director or announcement (whether or not written) by the Seller or consultant of Bradxxx xx any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateBradxxx Xxxsidiary.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each All benefit plans, contracts, agreements, arrangements, including, but not limited to, "employee benefit plan," plans", as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject to "ERISA"), and employment contracts and deferred compensation plans and agreements, that cover any provision of ERISA and (ii) is the current or was at any time during former employees of the last 5 years maintained, administered or contributed to by the Seller Company or any affiliate of its Subsidiaries (hereinafter referred to collectively as the "Employee Plans"), comply in all material respects with all applicable requirements of ERISA, the Internal Revenue Code of 1986, as amended (the "Code") and other applicable laws; neither the Company nor any of its Subsidiaries has engaged in a "prohibited transaction" (as defined in Section 407(d)(7) 406 of ERISA) and covers any employee ERISA or former employee Section 4975 of the Seller Code) with respect to any Employee Plan; neither the Company nor any of its Subsidiaries nor any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate") maintains or ever has maintained any Employee Plan which is subject to Title IV of ERISA or Section 302 of ERISA ("Pension Plan"), or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit single-employer plan" (as defined in Section 3(24001(a)(15) of ERISA, including, without limitation, a ); and the Company and its Subsidiaries and ERISA Affiliates have not contributed to any "multiemployer plan," ", as defined in Section 3(37) of ERISA, on or a after September 26, 1980. Each Employee Plan which is an "defined employee pension benefit plan," (as defined in Section 3(353(2) of ERISA) and subject which is intended to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in be qualified under Section 501(c)(9401(a) of the CodeCode (a "Qualified Plan") has received a favorable determination letter for "TRA" (as defined in Rev. Proc. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that 93-39) from the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms Internal Revenue Service and the requirements prescribed by any Company and all statutes, orders, rules and regulations, including but its Subsidiaries are not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason aware of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability circumstances that could result in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value revocation of any fund, reserve such favorable determination letter; neither the Company nor any of its Subsidiaries maintains or other assets segregated for the purpose of satisfying such liability ever has maintained a Qualified Plan which is an "employee stock ownership plan" (including for such purposes any fund established pursuant to as defined in Section 401(h4975(e)(7) of the Code). The Seller ; there is no pending or threatened litigation, administrative action or proceeding relating to any Employee Plan; except as set forth in Exhibit D, there has reserved been no announcement or legally binding commitment by the Company or its right Subsidiaries to create an additional Employee Plan, or to amend or terminate an Employee Plan except for amendments required by applicable law which do not materially increase the cost of such Employee Plan; and the Company and its Subsidiaries do not have any obligations for retiree health and life benefits under any Employee Plan Plan, that cannot be amended or other benefit arrangement providing health or medical benefits in respect of terminated without incurring any active employee of the Seller under the terms of any such plan and descriptions thereof given to employeesliability thereunder. With respect to any each Employee Plan, the Company has provided to the Acquiror a true and correct copy of (i) for the last three years the annual report on the applicable form of the Form 5500 series filed with the Internal Revenue Service (the "IRS"), (ii) such Employee Plan, including amendments thereto, (iii) each trust agreement and insurance contract relating to such Plan, including amendments thereto, (iv) the most recent summary plan description for such Employee Plan, including amendments thereto, if the Employee Plan is subject to Title I of ERISA, (v) the most recent actuarial report or valuation if such Employee Plan is a Pension Plan and (vi) the most recent determination letter issued by the IRS if such Employee Plan is a Qualified Plan. A complete list of the Employee Plans is set forth in the Company Disclosure Schedule, true, correct and complete copies of which are "group health plans" have been provided by the Company to Acquiror. No payment of or in the nature of compensation that is owed or may become due to any director, officer, employee or agent of the Company or any Subsidiary, including any such payment that may become vested or accelerated as a result of the transactions contemplated hereby, will be nondeductible under Section 4980B 162(m) or Section 280G of the Code and or subject to tax under Section 607(l) 4999 of ERISAthe Code. Neither the Company nor any Subsidiary is obligated to "gross up" or otherwise compensate any such person because of the imposition of any tax on a payment to such person. Except as set forth on the Company Disclosure Schedule, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 the consummation of Title I of ERISA generally, so that the Seller and any affiliate have no (and transactions contemplated by this Agreement will not incur any) lossresult in any increase in, assessment, tax penalty vesting of or other sanction with respect to acceleration of payment of any such plan. There has been no amendment to, written interpretation compensation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, benefit under any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DatePlan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each All benefit and compensation plans, contracts, policies or arrangements covering current or former United States employees of Xxxxxx and its Subsidiaries and current or former directors of Xxxxxx, including "employee benefit plans" within the meaning of Section 3(3) of ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the "Xxxxxx Plans"), are listed in Section 4.13 of the Xxxxxx Disclosure Schedule. Except as set forth in Section 4.13 of the Xxxxxx Disclosure Schedule, no Xxxxxx Plans cover, or provide benefits to, employees of GM or its Subsidiaries (other than Xxxxxx). Except as set forth in Section 4.13 of the Xxxxxx Disclosure Schedule, all Xxxxxx Plans are in compliance with, and have been administered and operated in accordance with, the terms of such Xxxxxx Plans and Applicable Law, except for any failure to so comply, operate or administer the Xxxxxx Plans that could not reasonably be expected to have a Xxxxxx Material Adverse Effect. With respect to each Xxxxxx Plan, a complete and correct copy of the most recent plan document or agreement, all related trust and funding documents, and all amendments thereto; the most recent summary plan description, and all related summaries of material modifications; and all actuarial and financial reports for the last three plan years, where applicable, have been provided or made available to EchoStar. The Internal Revenue Service has issued a determination letter to the effect that each such Xxxxxx Plan which is intended to be "qualified" within the meaning of Section 401(a) or 501(c)(9) of the Code is so qualified. Neither Xxxxxx nor any of its Subsidiaries has engaged in a transaction with respect to any Xxxxxx Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Xxxxxx or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA, except for any tax or penalty which could not reasonably be expected to have a Xxxxxx Material Adverse Effect. No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by Xxxxxx or any of its Subsidiaries 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 any of them, or the single-employer plan of any entity which is considered one employer with Xxxxxx under Section 4001 of ERISA or Section 414 of the Code (a "Xxxxxx ERISA Affiliate"), except for any liability that could not reasonably be expected to have a Xxxxxx Material Adverse Effect. Xxxxxx and the Subsidiaries have not incurred and do 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 Xxxxxx ERISA Affiliate), except for any liability that could not reasonably be expected to have a Xxxxxx Material Adverse Effect. No event which constitutes a "reportable event" as defined in Section 3(3) 4043 of ERISA which (i) is subject has occurred with respect to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and Xxxxxx Plan subject to Title IV of ERISA, ERISA which presents a material risk of the termination of any such Xxxxxx Plan and no Employee Plan is maintained could reasonably be expected to result in connection with any trust described a Xxxxxx Material Adverse Effect. Except as set forth in Section 501(c)(9) 4.13 of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans Xxxxxx Disclosure Schedule, no audit, claim, action or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan litigation has been maintained in compliance with its terms and the requirements prescribed by any and all statutesmade, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectlycommenced or, to any liability or lien by reason the knowledge of any action or inaction taken Xxxxxx, threatened with respect to any Employee Xxxxxx Plan maintained by the Sellerthat, if adversely determined, could reasonably be expected to have a Xxxxxx Material Adverse Effect. The Seller Neither Xxxxxx nor any of its Subsidiaries has no liability in respect of post-retirement any obligations for continuing coverage for retiree health and medical life benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or (other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller than as required under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts Part 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to similar obligations under Applicable Law) under any Xxxxxx Plan, except as listed in Section 4.13 of the Xxxxxx Disclosure Schedule. Xxxxxx or the Subsidiaries may amend or terminate any such planretiree plan at any time without incurring any liability thereunder except for any liability which could not reasonably be expected to have a Xxxxxx Material Adverse Effect. There Except as set forth in Section 4.13 of the Xxxxxx Disclosure Schedule, there has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Xxxxxx or any affiliate of its Subsidiaries relating to, or change in employee participation or coverage under, any Employee Xxxxxx Plan which would increase materially the expense of maintaining such Employee Plan plan above the level of the expense incurred in respect thereof therefor for the most recent fiscal year ended immediately prior year. Except as set forth in Section 4.13 of the Xxxxxx Disclosure Schedule, neither the execution of this Agreement, stockholder approval of this Agreement nor the consummation of the transactions contemplated hereby will (w) entitle any employees of Xxxxxx or any of the Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, (x) 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 the Closing Dateterms of, any of the Xxxxxx Plans, (y) limit or restrict the right of Xxxxxx to merge, amend or terminate any of the Xxxxxx Plans, or (z) cause Xxxxxx or any of its Subsidiaries to record additional compensation expense on its income statement with respect to any outstanding stock option or other equity-based award. Xxxxxx does not have any labor unions and is not a party to any collective bargaining agreements, in each case within the United States.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "Schedule 3.15(a) attached hereto and made a part hereof sets forth a correct and complete list of every employee welfare benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA plan and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate employee pension benefit plan (as defined in Section 407(d)(7Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) of the Seller (and covers of each trade or business, regardless of whether incorporated, which together with the Seller would be treated as a single employer under Section 4001 of ERISA (and "ERISA AFFILIATE")) in which employees of the Seller or an ERISA Affiliate participate (the "PLANS"). Schedule 3.15(b) attached hereto and made a part hereof sets forth a correct and complete list of every bonus, deferred compensation, profit sharing, stock option, stock purchase, or other employee benefit plan of the Seller and any employee or former employee ERISA Affiliate not subject to ERISA in which employees of the Seller or any affiliate ERISA Affiliate participate. Each plan subject to the requirements of ERISA is in substantial compliance with all material reporting, disclosure and other requirements of ERISA, and a current, accurate, and complete copy of each such plan has been made available to the Purchaser. Each of the employee benefit plans listed in Schedule 3.15(a) which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "CODE") and the respective trust forming a part thereof are currently so qualified and the Seller has not received any notice from the Internal Revenue Service which disqualifies any such plan or under which the trust related thereto. No employee welfare plan or employee pension benefit plan maintained by the Seller or an ERISA Affiliate which is subject to Title IV of ERISA has been terminated by the plan administrator thereof; no proceedings to terminate any affiliate such plan have been instituted; no reportable event within the meaning of Title IV for which a 30-day notice is required has occurred with respect to any liability. Such plans are referred to collectively herein such plan; no such plan or the trust thereunder has engaged in any "prohibited transaction" within the meaning of ERISA or the Code for which there exists under ERISA no statutory or administrative exemption; no accumulated funding deficiency (as the "Employee Plans." None defined by Section 302 of ERISA and Section 412 of the Employee Plans wouldCode) exists with respect to any such plan, individually whether waived; no condition exists which could subject the Purchaser or collectively, constitute an "employee pension benefit plan" as defined in the Seller to penalty under Section 3(2) 4071 of ERISA; all required premium payments have been made, includingwhen due, without limitation, to the Pension Benefit Guaranty Corporation with respect to any such plan; and all contributions required to be made with respect to any such plan have been made. The Seller has not been a party to nor contributed to any "multiemployer plan," (as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA), and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken exist with respect to any Employee Plan maintained by withdrawals from any multiemployer plans which could subject the Seller to controlled group liability under Section 4001(b)(1) of ERISA. With respect to each plan listed in Schedule 3.15(a) or Schedule 3.15(b), there are no material actions, suits or claims (other than routine claims for benefits in the ordinary course) pending or, to the best of the Seller's knowledge, threatened against the Seller. The With respect to each welfare benefit plan to which the Seller is a party which constitutes a group health plan subject to Section 4980B of the Code, the Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" tax under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "Attached hereto as SCHEDULE 5.22 are complete and accurate copies of all employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA plans, all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate all multi-employer welfare arrangements (as defined in Section 407(d)(7) of ERISASections 3(3), (1), (2), (37) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None (40), respectively, of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended ("ERISA")), which are currently maintained and/or sponsored by the ----- Company, or collectivelyto which the Company currently contributes, constitute or has or has had an "employee pension benefit plan" as defined obligation to contribute in Section 3(2) of ERISAthe past, present or future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation agreements), together with copies of any trusts related thereto and a classification of employees covered thereby (collectively, the "multiemployer plan," Plans"). SCHEDULE 5.22 sets forth all of the Plans that have been terminated within the past three years. ----- All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as defined well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9401(a) of the --------------- Internal Revenue Code of 1986, as amended (the "Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith") have been determined by ---- the Internal Revenue Service to be so qualified, and copies of the current plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of SCHEDULE 5.22. To the extent that any Qualified Plans have not been amended to comply with applicable law, the Seller shall retain all remedial amendment period permitting retroactive amendment of such Employee PlansQualified Plans has not expired and will not expire within 120 days after the Closing Date. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Code, which are applicable to such Stockholder; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No assets of the Seller are or could be subjectPlan has incurred an accumulated funding deficiency, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability as defined in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h412(a) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l302(1) of ERISA; and the Company does not currently have (nor at the Closing Date will have) any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability), there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that to the Seller and any affiliate have no Pension Benefit Guaranty Corporation (and will not incur any"PBGC") loss, assessment, tax penalty or other sanction with respect to any such Plan ---- under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" with the Company (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi- employer pension plan. There " (as defined in ERISA Section 4001(a)(14), nor has been no amendment to, written interpretation or announcement any withdrawal liability whatsoever (whether or not writtenyet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred directly or indirectly by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.Company. Further:

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee benefit plan," as defined in (a) Section 3(34 . 12 (a) of ERISA which the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of each material Company Benefit Plan . The Company has made available to Parent a true and complete copy of each material Company Benefit Plan (or, in the case of any unwritten Company Benefit Plan, a true and correct description of the material terms thereof) and all amendments thereto and a true and complete copy of the following items (in each case, only if applicable) : (i) is subject to any provision of ERISA and each trust agreement, insurance contract, policy documents or other funding arrangement related thereto, (ii) the most recent summary plan description and summary of material modifications, (iii) the three most recently filed annual reports on IRS Form 5500 with all corresponding schedules and financial statements attached thereto (including any related actuarial valuation report), (iv) the most recently received IRS determination letter or IRS advisory or opinion letter issued with respect to any Company Benefit Plan that is or was at any time during the last 5 years maintained, administered or contributed intended to by the Seller or any affiliate be qualified under Section 401 (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9a) of the CodeCode ; and (v) any material notices, letters or other correspondence with the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority . It is understood and agreed that Buyer is (b) (i) Except as would not assuming any Employee have a Company Material Adverse Effect, (i) each of the Company Benefit Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained maintained, operated, administered and funded in compliance accordance with its terms and the requirements prescribed by any and all statutesin compliance with applicable Laws, orders, rules and regulations(ii) no Action (other than routine claims for benefits), including but not limited toany audit, ERISA and is pending against or involves or, to the Code, which are applicable to such Plan. No assets Knowledge of the Seller are Company, is threatened against or could reasonably expected to involve, any Company Benefit Plan, (iii) payments required to be subject, directly paid by the Company or indirectly, any of its Subsidiaries pursuant to any liability the terms of a Company Benefit Plan or lien by reason of any action or inaction taken applicable Law (including all contributions and insurance premiums) with respect to any Employee Plan maintained all prior periods have been timely made or provided for by the Seller. The Seller has no liability Company or its Subsidiaries in respect accordance with the provisions of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Company Benefit Plan or other benefit arrangement providing health or medical benefits in respect applicable Law, (iv) no non - exempt “prohibited transaction,” within the meaning of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B 4975 of the Code and Section 607(l) 406 of ERISA, there has been timely compliance in all material respects occurred or is reasonably expected to occur with all requirements imposed thereunderrespect to the Company Benefit Plans and (v) no event has occurred and no condition exists that would subject the Company or any of its Subsidiaries, and under Parts 6 and 7 either directly or by reason of Title I of their affiliation with any ERISA generallyAffiliate, so that the Seller and to any affiliate have no (and will not incur any) lossTax, assessmentfine, tax penalty or other sanction liability imposed by ERISA, the Code or other applicable Laws with respect to any Company Benefit Plan . (c) (i) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has either received a currently - effective favorable determination letter from the IRS with respect to each such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by Company Benefit Plan as to its qualified status under the Seller or any affiliate relating toCode, or change in employee participation with respect to a prototype Company Benefit Plan, the prototype sponsor has received a favorable IRS advisory or coverage underopinion letter, any Employee Plan which would increase and (ii) to the expense of maintaining such Employee Plan above the level Knowledge of the expense incurred in respect thereof for Company, no event has occurred since the fiscal year ended immediately prior most recent determination or opinion or advisory letter or application therefor relating to any such Company Benefit Plan that would reasonably be expected to adversely affect the Closing Datequalification of such Company Benefit Plan or the tax - exempt status of any related trust.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified Exhibit 4.14 hereto sets forth a list of each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "“employee pension benefit plan" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) maintained or contributed to by Tigress Financial (the “Retirement Plans”). Neither Tigress Financial nor any entity which is treated as a single employer along with Tigress Financial under Section 414(b), including(c), without limitation(m) or (o) of the Code maintains or contributes to, or has ever maintained or contributed to, or been required to contribute to a "multiemployer plan," as defined in plan within the meaning of Section 3(37) of ERISA, ERISA or a "defined benefit plan," as defined in Section 3(35) and any plan subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described . Exhibit 4.14 hereto also sets forth a list of each “employee welfare benefit plan” (as defined in Section 501(c)(93(1) of the Code. It is understood ERISA) and agreed that Buyer is not assuming any Employee Plans each other employee benefit plan, program, arrangement, practice or liabilities associated therewithcontract, and that the Seller shall retain all such Employee Planswhether formal or informal, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect Tigress Financial providing benefits or compensation to or on behalf of post-retirement health and medical benefits for retired employees or former employees of Tigress Financial (the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code“Benefits Plans”). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits Retirement Plans and Benefit Plans are in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunderthe presently applicable provisions of ERISA and the Code, and the Retirement Plans are qualified under Parts 6 Section 401(a) of the Code. No contributions are required to be made by Tigress Financial to any Retirement Plan and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or all other sanction liabilities with respect to any such plan. There has Retirement Plan or Benefit Plan shall have been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately satisfied prior to or on the Closing Date. Tigress Financial has filed or caused to be filed all reports required to be filed by it with the Internal Revenue Service or the Department of Labor under applicable provisions of ERISA and the Code with respect to each of the Retirement Plans and Benefit Plans. No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Retirement Plan subject to Title IV of ERISA that has not been satisfied in full.

Employee Benefit Plans. To Seller's knowledgeNo Credit Party sponsors, maintains, contributes to, is required to contribute to, or, except as is not reasonably likely to have a Material Adverse Effect, has any liability with respect to any Pension Plan or Multiemployer Plan. Except as is not reasonably likely to have a Material Adverse Effect: The Seller has provided and/or identified (a) each "employee benefit plan," as defined Credit Party is in compliance with all applicable provisions and requirements of ERISA 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; (b) each Employee Benefit Plan (other than a Multiemployer Plan) which is intended to qualify under Section 3(3401(a) of the Internal Revenue Code has received a favorable determination letter (or opinion or advisory letter in the case of a pre-approved plan) 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 cause such Employee Benefit Plan to lose its qualified status; (c) no liability to the PBGC (other than required premium payments) has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA which Affiliates; and (id) no ERISA Event has occurred or is reasonably expected to occur. Except as is not reasonably likely to have a Material Adverse Effect, no Pension Plan is subject to any provision the at-risk requirements in Section 303 of ERISA and Section 430 of the Internal Revenue Code, and no Multiemployer Plan is subject to the additional funding rules in Section 305 of ERISA and Section 432 of the Internal Revenue Code. Except as is not reasonably likely to have a Material Adverse Effect: (iia) is or was at any time during each Credit Party and each of their ERISA Affiliates have complied with the last 5 years maintained, administered or contributed requirements of Section 515 of ERISA with respect to by the Seller or any affiliate each Multiemployer Plan and are not in “default” (as defined in Section 407(d)(74219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; and covers (b) neither any employee Credit Party, any of their ERISA Affiliates nor any fiduciary of or former employee of the Seller or trustee to any affiliate or under which the Seller or any affiliate Employee Benefit Plan (other than a Multiemployer Plan) has any liability. Such plans are referred to collectively herein engaged in a prohibited transaction as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) 406 of ERISA or Section 4975 of the Internal Revenue Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller's knowledge: The Seller (a) MDB has provided and/or identified previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which MDB or any member of the same controlled group of corporations, trades or businesses as MDB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) MDB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of MDB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions, the determination letter from the IRS, the annual reports for the most recent three years (as defined in Section 407(d)(7) of ERISAForm 5500 including, if applicable, Schedule B thereto) and covers a summary of material modifications and all material employee communications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute MDB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined . Each Employee Plan which is intended to be qualified in form and operation under Section 3(35401(a) of the Code is so qualified and subject to Title IV of ERISA, and no the associated trust for each such Employee Plan is maintained in connection with any trust described in exempt from tax under Section 501(c)(9501(a) of the Code. It is understood and agreed No event has occurred that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to will subject any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to tax under Section 401(h) 511 of the Code). The Seller has reserved its right All amendments required to amend or terminate any bring each Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee into conformity with all of the Seller under the terms applicable provisions of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of ERISA, the Code and Section 607(l) all other applicable laws have been made. Except as disclosed in a list furnished by MDB to GBB (the "MDB Employee Plan List"), all Employee Plans were in effect for substantially all of ERISA1998 and 1999 to date, and there has been timely compliance no material amendment thereof (other than amendments required to comply with applicable law) or increase in all material respects with all requirements imposed thereunderthe cost thereof or benefits thereunder on or after January 1, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. To Seller's knowledge: Each Plan covering active, former, or retired employees of the Company is listed in SCHEDULE 3.10. The Seller Company has heretofore made available to the Buyer true, correct and complete copies of each Plan that is presently in effect. Except as set forth on the Company Disclosure Schedule, (i) each Plan has been maintained and administered in material compliance with its terms and with the requirements prescribed by all applicable statutes, Orders, rules, and regulations, and is, to the extent required by applicable law or contract, fully funded without having any deficit or unfunded actuarial liability; (ii) to the extent applicable, the Plans comply, in all material respects, with the requirements of ERISA and the Code, and any Plan intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified and, to the Knowledge of the Company, nothing has occurred to cause the loss of such qualified status; (iii) no Plan is covered by Title IV of ERISA or Section 412 of the Code; (iv) the Company has not incurred any liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA; (v) there are no pending or anticipated material claims against or otherwise involving any of the Plans and no suit, action, or other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought against or with respect to any such Plan; (vi) all material contributions, reserves or premium payments, required to be made as of the date hereof to the Plans have been made or provided and/or identified each for; (viii) the Company has not incurred any liability under Subtitle C or D of Title IV of ERISA with respect to any "employee benefit single-employer plan," as defined in within the meaning of Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(24001(a)(15) of ERISA, including, without limitation, a currently or formerly maintained by the Company or any entity that is considered one employer with Company under Section 4001 of ERISA; (ix) the Company has not incurred any withdrawal liability under Subtitle E of Title IV of ERISA with respect to any "multiemployer plan," as defined in within the meaning of Section 3(374001(a)(3) of ERISA, or a "defined benefit plan," as defined in Section 3(35; and (x) the Company has no obligations for retiree health and subject to Title IV of ERISAlife benefits under any Plan, and there are no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) restrictions on the rights of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right Company to amend or terminate any Employee such Plan or other benefit arrangement providing health or medical benefits in respect of without incurring any active employee liability thereunder. All material expenses and liabilities relating to all of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunderhave been, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to on the Closing DateDate be, fully and properly accrued on the Company's books and records and disclosed in accordance with generally accepted accounting principles and in Plan financial statements.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified Attached hereto as Schedule 3.17 is a true and complete list of each "employee benefit plan," Employee Benefit Plan, which list will be updated as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilityClosing Date. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Benefit Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in is a multiemployer plan within the meaning of Section 3(23(7) of ERISA. Sellers have heretofore made available to Buyer true, includingcorrect and complete copies of each Employee Benefit Plan (or a summary thereof, without limitationin the case of any unwritten Employee Benefit Plan), a "multiemployer plan," as defined in Section 3(37) of ERISAthe Employee Benefit Plan’s summary plan description, or a "defined benefit plan," if none, an explanation thereof for employees or participants, the most recently received IRS determination letters as defined in to any Employee Benefit Plan intended to qualify under Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9401(a) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all any governmental advisory opinions, rulings, compliance statements, closing agreements, or similar materials specific to any such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansBenefit Plan. Each Employee Benefit Plan has been maintained in all material respects in compliance with its terms and the requirements prescribed by any and of all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable laws. Each Employee Benefit Plan intended to such Plan. No assets be qualified under Section 401(a) of the Seller are Code has, as currently in effect, been determined to be so qualified by the Internal Revenue Service and, since the date of each such determination, no event has occurred and no condition or circumstance has existed that resulted or is likely to result in the revocation of any such determination. Neither GG-TN, GG-GA nor any ERISA Affiliate of either has incurred, and no event has occurred that could be subjectresult, directly or indirectly, in any unsatisfied liability of such entity under Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA arising out of any employee pension benefit plan covered or previously covered by Title IV of ERISA or such sections of the Code or ERISA. No asset or property of GGH, GG-TN, GG-GA or any RE Holding LLC is or may be subject to any lien arising under Section 412(n) of the Code or Section 302(t) of ERISA. Neither GG-TN nor GG-GA has been, and does not expect to be, required to provide any security under Section 307 of ERISA or Section 401(a)(29) or 412(f) of the Code. Each of GG-TN and GG-GA has complied in all material respects with the applicable requirements of COBRA, and neither GG-TN nor GG-GA is subject to any liability or lien by reason as a result of any action failure to administer or inaction taken operate any “group health plan” (as defined in COBRA) in compliance with COBRA. Full payment has been made of all amounts which each of GG-TN or GG-GA is required under applicable law or under any Employee Benefit Plan or any agreement relating to any Employee Benefit Plan to have paid as contributions or premiums thereunder as of the last day of the most recent fiscal year of such Employee Benefit Plan ended prior to the date hereof. Except as set forth on Schedule 3.17, no litigation or administrative or other proceeding, audit, examination or investigation is pending or asserted or, to the Knowledge of the Sellers, threatened, anticipated or expected to be asserted with respect to any Employee Benefit Plan maintained by or the Sellerassets of any such plan (other than routine claims for benefits arising in the ordinary course). The Seller has no liability in respect Except as set forth on Schedule 3.17, the execution of post-retirement health this Agreement and medical benefits for retired employees the consummation of the Seller transactions contemplated hereby do not constitute a triggering event under any Employee Benefit Plan which (either alone or any affiliate, determined using assumptions that are reasonable in upon the aggregate, over the fair market value occurrence of any fundadditional or subsequent event) will or may result in any payment (whether of severance pay or otherwise), reserve or other assets segregated for the purpose of satisfying “parachute payment” (as such liability (including for such purposes any fund established pursuant to term is defined in Section 401(h) 280G of the Code), acceleration, vesting or increase in benefits (other than vesting under the Seller 401(k) Plan) to any present or former employee or director of GG-TN or GG-GA. The Seller Neither GG-TN nor GG-GA has reserved its right to amend or terminate any obligation under any Employee Benefit Plan or other benefit arrangement providing health otherwise to provide post-employment or medical retiree welfare benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISAformer employee, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller current employee or any affiliate relating toother Person, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Dateexcept as specifically required by COBRA.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "(a) All employee benefit plan," as defined in benefits plans (within the meaning of Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of "ERISA")) and covers other benefit arrangements covering employees of MDI and the MDI Subsidiaries, other than any employee or former employee multiemployer plan (within the meaning of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA) (the "MDI Benefit Plans") are listed in Section 5.16(a) of the MDI Disclosure Letter. True and complete copies of the MDI Benefit Plans have been provided or made available to Xxxxxxx. To the extent applicable, the MDI Benefit Plans have been administered in all material respects in accordance with their terms and comply, in all material respects, with the applicable requirements of ERISA and the Code. Any MDI Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS or a "defined benefit plan," as defined in Section 3(35) determination letter request has been filed with the IRS with respect to any such plan and subject to is still pending. No MDI Benefit Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming No MDI Benefit Plan nor MDI or any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan MDI Subsidiary has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to incurred any liability or lien by reason penalty under Section 4975 of the Code or Section 502(i) of ERISA. There are no pending or anticipated claims against or otherwise involving any of the MDI Benefit Plans and no suit, action or inaction taken other litigation (excluding claims for benefits incurred in the ordinary course of MDI Benefit Plan activities) has been brought against or with respect to any Employee Plan maintained by the Sellersuch MDI Benefit Plan. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees All contributions required to be made as of the Seller date hereof to the MDI Benefit Plans have been made or any affiliateprovided for. Except as otherwise required by Sections 601 through 608 of ERISA, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(lapplicable state laws, MDI does not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance, medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment and MDI has never represented, promised or contracted (whether in oral or written form) of ERISAto any employee or former employee that such benefits would be provided. Except as set forth in the Severance Agreements, there has been timely compliance in all material respects with all requirements imposed thereunderthe execution of, and under Parts 6 and 7 performance of Title I of ERISA generallythe transactions contemplated in, so that the Seller and any affiliate have no (and this Agreement will not incur any(either alone or upon the occurrence of any additional subsequent events directly related to the transaction contemplated herein) loss(i) constitute an event under any MDI Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), assessmentacceleration, tax penalty forgiveness of indebtedness, vesting, distribution, increase in benefits or other sanction obligations to fund benefits with respect to any such plan. There has been no amendment toemployee, written interpretation director or announcement (whether or not written) by the Seller consultant of MDI or any affiliate relating toMDI Subsidiary pursuant to any MDI Benefit Plan or (ii) result in the triggering or imposition of any restrictions or limitations on the right of MDI or Xxxxxxx to amend or terminate any MDI Benefit Plan. No payment or benefit which will be required to be made pursuant to the terms of any agreement, commitment or change in employee participation or coverage underMDI Benefit Plan, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level as a result of the expense incurred transactions contemplated by this Agreement, to any officer, director or employee of MDI or any of the MDI Subsidiaries, could be characterized as an "excess parachute payment" within the meaning of Section 280G of the Code or non-deductible by virtue of Section 162(m) of the Code. MDI represents and warrants that the Severance Pay Policy described in respect thereof for the fiscal year ended immediately prior MDI's employee handbook does not apply to the Closing Dateeither of Xxxxxx Xxxxxxxxx or Xxxxxx X. Xxxxxxxx.

Employee Benefit Plans. To Seller's knowledge: Schedule 6.10 hereto identifies each ERISA Plan. Since the Restatement Date, no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that could reasonably be expected to have a Material Adverse Effect. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The Seller liability of each Controlled Group member with respect to each ERISA Plan has provided and/or identified been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan that could reasonably be expected to have a Material Adverse Effect. With respect to each "employee benefit plan," ERISA Plan that is intended to be qualified under Code Section 401(a): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as defined currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 3(3401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (e) no contribution made to the ERISA which (i) Plan is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed an excise tax under Code Section 4972. With respect to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Pension Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets aggregate “accumulated benefit obligation” of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken Controlled Group members with respect to any Employee Plan maintained by such Pension Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the aggregate fair market value of any fund, reserve or other all Pension Plan assets segregated for by more than 15% of Consolidated Net Worth. If all Controlled Group members withdrew from all Multiemployer Plans in a “complete withdrawal” (within the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I meaning of ERISA generally, so that the Seller and any affiliate have no (and will Section 4203) such withdrawal would not incur any) loss, assessment, tax penalty or other sanction with respect reasonably be expected to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change result in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datea Material Adverse Effect.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified (a) Holdings, each "employee benefit plan," as defined of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the IRC and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their material obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 3(3401(a) of the IRC has received a favorable determination letter or opinion 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 or opinion letter which would cause such Employee Benefit Plan to lose its qualified status. Neither Holdings nor any of its Subsidiaries, nor any of their ERISA which (i) Affiliates maintains or contributes to any Pension Plan that is subject to any provision Title IV of ERISA (or the non-U.S. equivalent thereof) or to any Multiemployer Plan, except as set forth on Schedule 3.20. 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 Holdings, 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. Except as set forth on Schedule 3.20, and except to the extent required under Section 4980B of the IRC or similar state or foreign laws, or otherwise funded entirely by the participants thereof, no Employee Benefit Plan provides health or welfare benefits (iithrough the purchase of insurance or otherwise) is for any retired or was at former employee of Holdings, any time during of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the last 5 years maintainedaggregate benefit liabilities under each Pension Plan sponsored, administered maintained or contributed to by the Seller Holdings, any of its Subsidiaries or any affiliate of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for 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 each Multiemployer Plan, the potential liability of Holdings, 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)) is zero. Holdings, 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 407(d)(74219(c)(5) of ERISAERISA (or the non-U.S. equivalent thereof)) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant payments to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Datea Multiemployer Plan.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "(a) Section 3.10(a) of the Iris Disclosure Schedule lists (i) all stock option, stock purchase and restricted stock, or equity incentive plans, programs or arrangements, all material “employee benefit plan," plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (whether or not subject to ERISA) and all material bonus, incentive, deferred compensation, change of control, retention, retiree medical or life insurance, supplemental retirement, severance, redundancy, termination or other benefit plans, programs or arrangements to which Iris or any Iris Subsidiary is a party, with respect to which Iris or any Iris Subsidiary has any obligation or which are maintained, contributed to or sponsored by Iris or any Iris Subsidiary for the benefit of any current or former employee, officer or director of Iris or any Iris Subsidiary, (ii) each employment agreement that is a Material Iris Contract, (iii) each employee benefit plan for which Iris or any Iris Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, and (iv) any plan in respect of which Iris or any Iris Subsidiary could incur liability under Section 4212(c) of ERISA (collectively, the “Iris Plans”); provided that it is hereby agreed and understood that an Iris Plan that is not subject to United States Law (a “Non-U.S. Iris Plan”) shall not be deemed to be material for purposes of this Section 3.10 to the extent that Iris or any Iris Subsidiary employs or engages less than 50 individuals in the relevant national jurisdiction, unless such Iris Plan (x) provides for retirement, pension or termination benefits on a defined benefit basis or benefits in connection with a change of control or sale of Iris or any Iris Subsidiary or (y) is an employment agreement that is a Material Iris Contract. Iris has made available to Greyhound a true and complete copy of (i) is subject to any provision of ERISA and such Iris Plans, (ii) the most recently filed Internal Revenue Service (“IRS”) Form 5500, if any, (iii) the most recent summary plan description for each Iris Plan for which a summary plan description is required by applicable law, (iv) the most recently received IRS determination letter or was at any time during the last 5 years maintainedopinion letter, administered or contributed to if any, issued by the Seller or IRS with respect to any affiliate (as defined in Iris Plan that is intended to qualify under Section 407(d)(7401(a) of ERISAthe Code, and (v) and covers the most recently prepared actuarial report or financial statement, if any, relating to a Iris Plan Neither Iris nor any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate Iris Subsidiary has any liability. Such plans are referred express or implied commitment (i) to collectively herein as the "Employee Plans." None of the Employee Plans wouldcreate, individually incur liability with respect to or collectively, constitute an "cause to exist any other employee pension benefit plan" as defined in Section 3(2, program or arrangement, (ii) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISAto enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Iris Plan, other than with respect to a "defined benefit plan," as defined modification, change or termination (x) required by ERISA or the Code or (y) implemented in Section 3(35) and subject to Title IV the ordinary course of ERISA, and no Employee Plan is maintained business consistent with past practice in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed plan year or cycle that Buyer is not assuming any Employee Plans or liabilities associated therewithcommences on January 1, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date2010.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA which (iERISA) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered maintained or contributed to by the Seller Allegro or any affiliate (as defined in ERISA Affiliate thereof which is under common control with Allegro within the meaning of Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as Code (the "Allegro Employee Plans." None of "), Allegro has made available to SPC a true and complete copy of, to the extent applicable, (i) such Allegro Employee Plans wouldPlan, individually or collectively(ii) the most recent annual report (Form 5500), constitute an "employee pension benefit plan" as defined in Section 3(2(iii) of ERISAeach trust agreement related to such Allegro Employee Plan, including(iv) the most recent summary plan description for each Allegro Employee Plan for which such a description is required, without limitation, a "multiemployer plan," as defined in Section 3(37(v) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and the most recent actuarial report relating to any Allegro Employee Plan subject to Title IV of ERISA, ERISA and no (vi) the most recent IRS determination letter issued with respect to any Allegro Employee Plan. (b) Each Allegro Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS covering the provisions of the Tax Reform Act of 1986 stating that such Allegro Employee Plan is maintained in connection with any trust described in Section 501(c)(9) so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all qualified status of such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansplan. Each Allegro Employee Plan has been maintained operated in compliance all material respects in accordance with its terms and the requirements prescribed by of applicable law. Neither Allegro nor any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable Affiliate of Allegro has incurred or is reasonably expected to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to incur any material liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I IV of ERISA generally, so that the Seller and in connection with any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Allegro Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DatePlan.

Employee Benefit Plans. To Seller's knowledge: The Seller (a) DSC has provided and/or identified previously made available to CWSG copies of each "employee benefit plan," as defined in Section 3(3) of ERISA ERISA, which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee employee, whether active or former employee retired, of DSC, together with all amendments thereto, all related summary plan descriptions (to the Seller or extent one is required by law), the determination letter from the IRS, and the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute DSC does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or ERISA that would subject DSC to a "defined benefit plan," as defined in Section 3(35) and subject to Title IV material amount of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made. Except as disclosed in a list furnished by DSC to CWSG (the "DSC EMPLOYEE PLAN LIST"), all Employee Plans were in effect for substantially all of 1997, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. To Seller's knowledge: The Seller (a) BSC has provided and/or identified previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which BSC or any member of the same controlled group of corporations, trades or businesses as BSC within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) BSC or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of BSC or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions, the determination letter from the IRS, the annual reports for the most recent three years (as defined in Section 407(d)(7) of ERISAForm 5500 including, if applicable, Schedule B thereto) and covers a summary of material modifications and all material employee communications prepared in connection with any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute BSC does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or a "defined benefit plan," as defined . Each Employee Plan which is intended to be qualified in form and operation under Section 3(35401(a) of the Code is so qualified and subject to Title IV of ERISA, and no the associated trust for each such Employee Plan is maintained in connection with any trust described in exempt from tax under Section 501(c)(9501(a) of the Code. It is understood and agreed No event has occurred that Buyer is not assuming any will subject such Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets a material amount of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to tax under Section 401(h) 511 of the Code). The Seller has reserved its right All amendments required to amend or terminate any bring each Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee into conformity with all of the Seller under the terms applicable provisions of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of ERISA, the Code and Section 607(l) all other applicable laws have been made. Except as disclosed in a list furnished by BSC to GBB (the "BSC Employee Plan List"), all Employee Plans were in effect for substantially all of ERISA1999, and there has been timely compliance no material amendment thereof (other than amendments required to comply with applicable law) or increase in all material respects with all requirements imposed thereunderthe cost thereof or benefits thereunder on or after January 1, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1999.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "All employee benefit plan," as defined plans and other benefit arrangements covering employees of OPC and the OPC Subsidiaries (the "OPC Benefit Plans") are listed in Section 3(3) of ERISA the OPC Disclosure Letter, except OPC Benefit Plans which (i) is subject to any provision of ERISA are not material. True and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee complete copies of the Seller or any affiliate or under which OPC Benefit Plans have been made available to USPI. To the Seller or any affiliate has any liability. Such plans are referred to collectively herein as extent applicable, the "Employee Plans." None OPC Benefit Plans comply, in all material respects, with the requirements of the Employee Plans wouldRetirement Income Security Act of 1974, individually or collectivelyas amended ("ERISA"), constitute an "employee pension benefit plan" as defined in and the Code, and any OPC Benefit Plan intended to be qualified under Section 3(2401(a) of ERISA, including, without limitation, a the Code has been determined by the Internal Revenue Service (the "multiemployer plan," as defined in Section 3(37IRS") of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to be so qualified. No OPC Benefit Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming No OPC Benefit Plan nor OPC has incurred any Employee Plans liability or liabilities associated therewith, and that penalty under Section 4975 of the Seller shall retain all such Employee Plans, including all obligations deriving directly Code or indirectly from sponsoring or participating in such Employee PlansSection 502(i) of ERISA. Each Employee OPC Benefit Plan has been maintained and administered in all material respects in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, with ERISA and the Code, which are Code to the extent applicable to such Planthereto. No assets To the actual knowledge of the Seller executive officers of OPC, there are no pending or could be subjectanticipated material claims against or otherwise involving any of the OPC Benefit Plans and no suit, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical other litigation (excluding claims for benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable incurred in the aggregate, over the fair market value ordinary course of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(hOPC Benefit Plan activities) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty brought against or other sanction with respect to any such planOPC Benefit Plan. There All material contributions required to be made as of the date hereof to the OPC Benefit Plans have been made or provided for. Since September 25, 1980, neither OPC nor any entity under "common control" with OPC within the meaning of ERISA Section 400 I has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating contributed to, or change in employee participation or coverage underbeen required to contribute to, any Employee Plan "multi-employer plan" (as defined in Sections 3(37) and 4001 (a)(3) of ERISA). Except as required by law, OPC does not maintain or contribute 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 OPC has never represented, promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would increase the expense of maintaining such Employee Plan above the level be provided. The execution of, and performance of the expense incurred transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any benefit plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect thereof for the fiscal year ended immediately prior to the Closing Dateany employee.

Employee Benefit Plans. To Seller's knowledge: The Seller GBB has provided and/or identified previously made available ---------------------- to BAB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which GBB or any of its ERISA Affiliates is a sponsor or participating employer or as to which (i) GBB or any of its ERISA Affiliates makes contributions or is required to make contributions and which is subject to any provision of ERISA and (ii) is covers any employee, whether active or was at any time during the last 5 years maintainedretired, administered or contributed to by the Seller of GBB or any affiliate of its ERISA Affiliates, together with all amendments thereto, all currently effective and related summary plan descriptions (as defined in Section 407(d)(7) of ERISAto the extent one is required by law), the determination letter from the IRS, the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) and covers the summary of material modifications and all material employee communications prepared in connection with or pertaining to any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute GBB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or ERISA that would subject GBB to a "defined benefit plan," as defined in Section 3(35) and subject to Title IV material amount of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made. All Employee Plans were in effect for substantially all of 1998, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. To Seller's knowledge: The Seller (a) PRB has provided and/or identified previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA ERISA, which (i) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee employee, whether active or former employee retired, of PRB, together with all amendments thereto, all related summary plan descriptions (to the Seller or extent one is required by law), the determination letter from the IRS, and the annual reports for the most recent three years (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any affiliate or under which the Seller or any affiliate has any liabilitysuch plan. Such plans are hereinafter referred to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute PRB does not participate in an "employee benefit pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, plan that is a "multiemployer plan," as defined in within the meaning of Section 3(37) of ERISA, or ERISA that would subject PRB to a "defined benefit plan," as defined in Section 3(35) and subject to Title IV material amount of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There Each Employee Plan which is intended to be qualified in form and operation under Section 401(a) of the Code is so qualified and the associated trust for each such Employee Plan is exempt from tax under Section 501(a) of the Code. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 511 of the Code. All amendments required to bring each Employee Plan into conformity with all of the applicable provisions of ERISA, the Code and all other applicable laws have been made, except for any amendment which would be given retroactive effect if made prior to the expiration of the applicable remedial amendment period and without causing a Material Adverse Effect. Except as disclosed in a list furnished by PRB to GBB (the "PRB Employee Plan List"), all Employee Plans were in effect for substantially all of 1997, and there has been no material amendment tothereof (other than amendments required to comply with applicable law) or increase in the cost thereof or benefits thereunder on or after January 1, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date1998.

Employee Benefit Plans. To Seller's knowledge: The Seller (a) Schedule 2.10 contains a list of each Employee Benefit Plan covering employees of the Subsidiaries. With respect to each such Plan, York has provided made available to Empire and/or identified each "employee benefit plan," as defined in Section 3(3) to Maxxxxxx x true and correct copy of ERISA which (i) is subject to any provision of ERISA and the most recent annual report (Form 5500) filed with the IRS, (ii) such Employee Benefit Plan and all amendments thereto, (iii) each trust agreement, insurance contract or administration agreement relating to such Employee Benefit Plan, (iv) the most recent summary plan description for each Employee Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or was at any time during the last 5 years maintained, administered or contributed valuation relating to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "an Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and Benefit Plan subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9(vi) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithmost recent determination letter, and that if any, issued by the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken IRS with respect to any Employee Benefit Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant intended to Section 401(hbe qualified under section 401(a) of the Code). The Seller has reserved its right , (vii) any request for a determination currently pending before the IRS, (viii) all correspondence with the IRS, the Department of Labor or the PBGC relating to amend or terminate any Employee Plan outstanding controversy, and (ix) all related trust agreements, insurance contracts or other benefit arrangement providing health or medical benefits funding agreements which implement each such Employee Benefit Plan. Each Employee Benefit Plan complies with ERISA, the Code and all other applicable statutes and governmental rules and regulations except to the extent that noncompliance would not have a Material Adverse Effect on the Subsidiaries. Except as set forth in respect Schedule 2.10, (i) no "reportable event" (within the meaning of any active employee Section 4043 of ERISA) has occurred within the Seller under the terms of any such plan and descriptions thereof given to employees. With past 14 three years with respect to any Employee Plans Benefit Plan which are "group health plans" under Section 4980B could result in a material liability to any of the Code Subsidiaries, (ii) none of the Subsidiaries nor any of their respective ERISA Affiliates has withdrawn from any Multiemployer Plan at any time or instituted, or is currently considering taking, any action to do so, and Section 607(l(iii) no action has been taken, or is currently being considered, to terminate any Employee Benefit Plan subject to Title IV of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "employee (a) All existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, phantom stock, severance, welfare and fringe benefit plan," as defined plans, employment, severance and change in Section 3(3) of ERISA which (i) is subject to any provision of ERISA control agreements and (ii) is or was at any time during the last 5 years maintainedall other benefit practices, administered or contributed to policies and arrangements maintained by the Seller MBL or any affiliate (as defined MBL Subsidiary in Section 407(d)(7) of ERISA) and covers which any employee or former employee employee, consultant or former consultant or director or former director of the Seller MBL or any affiliate MBL Subsidiary participates or under to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits (the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "“MBL Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined ”) have been operated and administered in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined all material respects in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has been maintained in compliance accordance with its terms and the requirements prescribed by any and all statuteswith applicable law, ordersincluding, rules and regulations, including but not limited to, ERISA and ERISA, the Code, the Age Discrimination in Employment Act, and any regulations or rules promulgated thereunder, and all material filings, disclosures and notices required by ERISA, the Code, the Age Discrimination in Employment Act and any other applicable law have been timely made. Each MBL Employee Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and MBL is not aware of any circumstances which are applicable reasonably likely to result in revocation of any such Planfavorable determination letter. No assets There is no material pending or, to the best knowledge of MBL, threatened action, suit or claim relating to any of the Seller are MBL Employee Plans (other than routine claims for benefits). Neither MBL nor any MBL Subsidiary has engaged in a transaction, or could be subjectomitted to take any action, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any MBL Employee Plan maintained that would reasonably be expected to subject MBL or any MBL Subsidiary to a tax or penalty imposed by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees either Section 4975 of the Seller Code or any affiliateSection 502 of ERISA, determined using assumptions that are reasonable in the aggregate, over the fair market value assuming for purposes of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) 4975 of the Code). The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of Code that the Seller under the terms taxable period of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B transaction expired as of the Code date hereof and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level subsequently expires as of the expense incurred in respect thereof for date next preceding the fiscal year ended immediately prior to the Closing Merger Effective Date.

Employee Benefit Plans. To Seller's knowledge: The Seller has provided and/or identified each "Each employee benefit plan," as defined plan (“Plan”) covering active, former, or retired employees of Company is listed in Section 3(3the Company Disclosure Schedule. Company has made available to Parent a copy of each Plan, and where applicable, any related trust agreement, annuity, or insurance contract, and the annual reports (Form 5500) of ERISA which (i) is subject filed with the IRS with respect to any provision of ERISA and (ii) is or was at any time during the last 5 years maintainedthree most recent plan years. To the extent applicable, administered or contributed to by each Plan complies, in all material respects, with the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None requirements of the Employee Plans wouldRetirement Income Security Act of 1974 as amended (“ERISA”), individually or collectively, constitute an "employee pension benefit plan" as defined in and the Code. Any Plan intended to be qualified under Section 3(2401(a) of ERISAthe Code either is the subject of a favorable determination, includingopinion, without limitationnotification or advisory letter from the IRS as to its qualified status under the Code or has remaining a period of time under the Code or applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain such a letter from the IRS, a "multiemployer plan," as defined in Section 3(37) and nothing has occurred since the issuance of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject the most recent favorable determination letter issued by the IRS with respect to any such Plan that could reasonably be expected to cause the loss of the tax-qualified status of such Plan. No Plan is covered by Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer No “prohibited transaction,” as defined in ERISA Section 406 or Code Section 4975, for which an exemption is not assuming available, has occurred with respect to any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee PlansPlan. Each Employee Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, to ERISA and the Code, which are applicable to such Plan. No assets There are no pending or anticipated (by Company) claims against or otherwise involving any of the Seller are Plans (excluding claims for benefits incurred in the ordinary course of Plan activities) and no suit, action, or could be subject, directly other litigation has been brought against or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Plan Plan. All contributions, reserves, or premium payments to the Plan, accrued to the date hereof have been made or provided for. Company has not incurred any liability under Subtitle C or D of Title IV of ERISA with respect to any “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Company, or any affiliate, determined using assumptions that are reasonable in entity which is considered one employer with Company under Section 4001 of ERISA. Company has not incurred any withdrawal liability under Subtitle E of Title IV of ERISA with respect to any “multiemployer plan,” within the aggregate, over the fair market value meaning of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h4001(a)(3) of ERISA. There are no restrictions (other than customary advance notice requirements) on the Code). The Seller has reserved its right rights of Company to amend or terminate any Employee Plan without incurring any material liability thereunder. Company has not engaged in, nor is it a successor or other benefit arrangement providing health or medical benefits parent corporation to an entity that has engaged in, a transaction described in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under ERISA Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan4069. There has have been no amendment amendments to, written interpretation interpretations of, or announcement announcements (whether or not written) by the Seller or any affiliate Company relating to, or change changes in employee participation or coverage under, any Employee Plan which would materially increase the expense of maintaining such Employee Plan above the level of expense incurred with respect to such Plan for the expense most recent fiscal year included in the Financial Statements. Company does not have any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of Company other than health care continuation benefits required to be provided under applicable law. No tax under Section 4980B of the Code has been incurred in respect thereof of any Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. Company has administered the Company Option Plan(s) and other executive compensation Plans in a manner which will not result in a compensation charge against earnings or the loss of deductions for federal and state income tax purposes. The Company has not been a party to any agreement, arrangement or understanding for the fiscal year ended immediately prior provision by the Company of any relevant benefits (as defined in Section 612(1) of the Taxes Act, but as if the exception contained in that Section were omitted) for any employee, or for any dependant of any such person in connection with which the Company is or may become liable to the Closing Datemake any payment.