Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," (a) Except as defined would not reasonably be expected, individually or in Section 3(3) of ERISA which the aggregate, to have a Material Adverse Effect: (i) each Plan is subject to any provision in compliance with the applicable provisions of ERISA and the Code; (ii) is or was at any time no Reportable Event has occurred during the last 5 past five years maintained, administered or contributed as to by the Seller which Holdings or any affiliate of the Restricted Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC; (iii) no ERISA Event has occurred or is reasonably expected to occur; (iv) none of Holdings or any of the Restricted Subsidiaries has engaged in a “prohibited transaction” (as defined in Section 407(d)(7406 of ERISA and Code Section 4975) of ERISA) and covers in connection with 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" plan (as defined in Section 3(2) of ERISA) that would subject Holdings or any of the Restricted Subsidiaries to tax or other penalty; (v) none of Holdings, includingany of the Restricted Subsidiaries or, without limitationto the knowledge of the Borrower or any of the other Restricted Subsidiaries, a "multiemployer plan," as defined any ERISA Affiliate has received any written notification that any Multiemployer Plan is in Section 3(37) reorganization or has been terminated within the meaning of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee or has knowledge that any Multiemployer Plan is maintained reasonably expected to be in connection with reorganization (within the meaning of Section 4242 of ERISA), terminated, insolvent (within the meaning of Section 4245 of ERISA), or in endangered or in, or reasonably expected to be in, critical status (within the meaning of Section 305 of ERISA); and (vi) none of Holdings, any trust described in Section 501(c)(9) of the Code. It is understood Restricted Subsidiaries or, to the knowledge of the Borrower and agreed that Buyer is not assuming the other Restricted Subsidiaries, any Employee Plans or liabilities associated therewithERISA Affiliate has incurred, 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 neither Holdings nor 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 subjectRestricted Subsidiaries is reasonably expected to incur, directly or indirectly, any Withdrawal Liability 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 DateMultiemployer Plan.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 Set forth in DL 3.14 is an accurate and complete list of each "domestic and foreign employee benefit plan," as defined in , within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"), whether or not subject to ERISA, and each stock option, stock appreciation right, restricted stock, incentive, bonus, profit-sharing, savings, deferred compensation, health, medical, life, disability, accident, supplemental unemployment or retirement, employment, severance or salary or benefits continuation plan, program, arrangement or agreement maintained by the Corporation or any of its Subsidiaries or affiliates (including, for this purpose and for the purpose of all of the representations in this Section 3.14, any predecessors to the Corporation or to any such Subsidiaries or affiliates and all employers (whether or not incorporated) that would be treated together with the Corporation and/or any of its Subsidiaries as a single employer within the meaning of Section 414 of the Code, or to which the Corporation or any such Subsidiary or affiliate contributes (ior has any obligation to contribute), has any liability or is a party (collectively, the "Employee Benefit Plans"). Except to the extent that any breach of the following representations could not reasonably be expected to have a Material Adverse Effect on the Corporation or as disclosed in DL 3.14,(i) each Employee Benefit Plan (and each related trust, insurance contract or fund) is subject in compliance with applicable law (including, without limitation, ERISA and the Code) and has been administered and operated in all respects in accordance with its terms;(ii) except as set forth in DL 3.14, each Employee Benefit Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any provision such determination;(iii) no complete or partial termination of any Employee Benefit Plan covered by Title IV of ERISA has occurred and (ii) is no proceedings have been instituted to terminate or was at appoint a trustee to administer any time during such Employee Benefit Plan, and no such Employee Benefit Plan has been the last 5 years maintained, administered or contributed to by the Seller or any affiliate subject of a "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 for which the Seller or any affiliate 30-day notice requirement has any liability. Such plans are referred to collectively herein as not been waived by the Pension Benefit Guaranty Corporation (the "PBGC"); (iv)neither the Corporation nor any of its Subsidiaries has incurred any unsatisfied liability to the PBGC with respect to any Employee Plans." None of the Employee Plans would, individually or collectively, constitute Benefit Plan which is an "employee pension benefit plan" as defined in (within the meaning of Section 3(2) of ERISA), including, without limitation, a "multiemployer plan," as defined in any liability under Section 3(37) 4069 of ERISA or any penalty imposed under Section 4071 of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to otherwise incurred any liability under Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) ERISA or Chapter 43 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 Code with respect to any such Employee Benefit Plan, and no event has occurred and no condition or circumstance has existed that would give rise to any such liability;(v) no Employee Benefit Plan maintained by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees subject to Section 412 of the Seller Code or Section 302 of ERISA has incurred any accumulated funding deficiency within the meaning of such sections of the Code or ERISA or obtained or applied for a waiver of any minimum funding standards or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA;(vi) the actuarial present value of the accumulated plan benefits under any Employee Benefit Plan that is an "employee pension benefit plan" (within the meaning of Section 3(2) of ERISA), whether or not vested and determined in accordance with PBGC actuarial methods, factors and assumptions applicable to such a plan terminating on the Closing Date, does not exceed the fair value of the assets allocable thereto;(vii) no Employee Benefit Plan is a "multi-employer plan" (as defined in the Code or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of the Code or ERISA) and neither the Corporation nor any Subsidiary contributes to or has contributed to, or had any liability or obligation with respect to any multi-employer plan;(viii) full payment has been timely made of all amounts which the Corporation or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of its Subsidiaries is required under applicable law or under any fund, reserve Employee Benefit Plan or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant related agreement to Section 401(h) have paid as of the Code). The Seller has reserved its right to amend or terminate any last day of the most recent fiscal year, of such Employee Benefit Plan or other benefit arrangement providing health or medical benefits related agreement ended prior to the date hereof, and the Corporation and its Subsidiaries have made adequate provisions, in respect of any active employee of the Seller accordance with GAAP, in their financial statements for all obligations and liabilities under all Employee Benefit Plans that have accrued but have not been paid because they are not yet due under the terms of any such plan and descriptions thereof given to employees. With respect Employee Benefit Plan, related agreement, or applicable law;(ix) neither the Corporation nor any of its Subsidiaries have any unfunded liabilities pursuant to any Employee Plans Benefit Plan which are is an "group health plansemployee pension benefit plan" (within the meaning of Section 3(2) of ERISA) that is not intended to be qualified under Section 401(a) of the Code; (x) the applicable requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code have been met with respect to each Employee Benefit Plan that is a "group health plan" (as such term is defined in Section 607(1) of ERISA or Section 5000(b)(1) of the Code);(xi) no Employee Benefit Plan provides for post-employment or retiree health, life insurance or other welfare benefits which could result in a material liability of the Corporation or any Subsidiary;(xii) neither the Corporation nor any Subsidiary, nor any of their respective directors, officers or employees, or, to Corporation's knowledge, any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 607(l3(14) of ERISA, there respectively) has been timely compliance engaged in all material respects any transaction, act or omission to act in connection with all requirements imposed thereunderany Employee Benefit Plan that could reasonably be expected to result in the imposition of a penalty or fine pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code;(xiii) no plan or agreement to which the Corporation or any Subsidiary is a party or by which it may be bound will or may, by reason of the execution of this Agreement and the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent event), result in any payment, "parachute payment" (as such term is defined in Section 280G of the Code), severance, bonus, retirement or job security or similar-type benefit, or increase any benefits or accelerate the payment or vesting of any benefits to any employee or former employee or director of the Corporation or any Subsidiary, and under Parts 6 no Employee Benefit Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits; and 7 of Title I of ERISA generally(xiv) no liability, so that claim, action, audit, examination or litigation is pending or, to the Seller and any affiliate have no (and will not incur any) lossCorporation's knowledge, assessment, tax penalty or other sanction threatened with respect to any such plan. There has been no amendment to, written interpretation or announcement Employee Benefit Plan (whether or not written) by other than routine claims for benefits payable in 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 Dateordinary course).

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," (a) Except as defined would not, individually or in Section 3(3) of ERISA which the aggregate, reasonably be expected to have a Material Adverse Effect, (i) is subject to any provision each material Company Plan has been established, operated, maintained and administered in accordance with its terms and in compliance with the applicable provisions of ERISA ERISA, the Code and other applicable Laws; (ii) is no material Company Plan subject to the Laws outside of the United States which covers individual service providers located outside of the United States has any unfunded or was at any time during underfunded liabilities or obligations; and (iii) to the last 5 years maintainedKnowledge of the Company, administered or contributed to by the Seller or any affiliate each “multiemployer plan” (as defined in Section 407(d)(74001 of ERISA) to which the Company, its Subsidiaries or their respective ERISA Affiliates contributes (a “Multiemployer Plan”) is in compliance with ERISA. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) no “reportable event” (within the meaning of Section 4043(c) of ERISA) and covers any employee or former employee has occurred or, to the Knowledge of the Seller or Company, is reasonably expected to occur with respect 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 would, individually or collectively, constitute an "“employee pension benefit plan" ” (as defined in under Section 3(2) of ERISA) established or maintained by the Company, including, without limitation, a "multiemployer its Subsidiaries or any of their respective ERISA Affiliates; (ii) no “single-employer plan," ” (as defined in Section 3(37) 4001 of ERISA) established or maintained by the Company, its Subsidiaries or a "defined any of their respective ERISA Affiliates, if such “single-employer plan” were terminated, would have any “amount of unfunded benefit plan," liabilities” (as defined in under Section 3(354001 of ERISA); (iii) and subject neither the Company, its Subsidiaries nor any of their respective ERISA Affiliates has incurred or, to the Knowledge of the Company, reasonably expects to incur (A) any liability under Title IV of ERISAERISA with respect to termination of, and no Employee Plan is maintained in connection with or withdrawal from, any trust described in “employee benefit plan” or (B) any liability under Section 501(c)(9) 412 of the Code or tax imposed by Section 4971, 4975 or 4980B of the Code. It is understood ; and agreed that Buyer is not assuming any Employee Plans (iv) each “employee pension benefit plan” established 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 Company, its Subsidiaries or any affiliate, determined using assumptions of their respective ERISA Affiliates 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 is intended 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" be qualified under Section 4980B 401 of the Code and Section 607(l) is so qualified and, to the Knowledge of ERISAthe Company, there nothing has been timely compliance in all material respects with all requirements imposed thereunderoccurred, and under Parts 6 and 7 of Title I of ERISA generallywhether by action or failure to act, 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 reasonably be expected to cause the expense loss 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 Datequalification.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 Borrower and each "employee benefit plan," as defined of its Subsidiaries shall (a) fund all of its Pension Plan(s) in a manner that will satisfy the minimum funding standards of Section 3(3302 of ERISA, (b) furnish Administrative Agent, promptly upon Administrative Agent’s request, with copies of ERISA all reports or other statements filed with the United States Department of Labor, the PBGC or the IRS with respect to all Pension Plan(s), or which (i) is subject Borrower, or any member of a Controlled Group, may receive from the United States Department of Labor, the IRS or the PBGC, with respect to any provision of ERISA all such Pension Plan(s), and (iic) is or was at promptly advise Administrative Agent of the occurrence of any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate reportable event (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) 4043 of ERISA, includingwith respect to any Pension Plan, without limitation, other than a "multiemployer plan," as defined in Section 3(37reportable event for which the thirty (30) of ERISA, day notice requirement has been waived by the PBGC) or a "defined benefit plan," as defined in non-exempt prohibited transaction (under Section 3(35406 of ERISA or Section 4975 of the Code) with respect to any such Pension Plan(s) and subject for which Borrower or any of its Subsidiaries could reasonably be expected to incur a material liability, and the action which Borrower proposes to take with respect thereto. Borrower and each of its Subsidiaries will make all contributions when due with respect to any multi-employer pension plan in which it participates and will promptly advise Administrative Agent upon (x) its receipt of notice of the assertion against Borrower or any of its Subsidiaries of a claim for withdrawal liability, (y) the occurrence of any event which, to the best of Borrower’s knowledge, would trigger the assertion of a claim for withdrawal liability against Borrower or any of its Subsidiaries, and (z) upon the occurrence of any event which, to the best of Borrower’s knowledge, would be reasonably expected to trigger an indirect withdrawal liability (through a controlled group of which) Borrower or any of its Subsidiaries is a member under 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 whether liquidated 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 Datecontingent.

Employee Benefit Plans. The Seller (a) Section 3.1.13(a) of the Company Disclosure Schedule lists each employee benefit, equity incentive plan, or compensation plan or program covering currently active, former, or retired employees of Company (“Plan”). Company has provided and/or identified on Schedule 4.16 or made available to Parent a copy of each "employee benefit planPlan document (or, if there is no Plan document, a written description), and where applicable, any related trust agreement, annuity, or insurance contract and, where applicable, the three most recent annual reports (Form 5500) filed with the U.S. Department of Labor-EBSA, including all attachments and schedules thereto. To the extent applicable, each Plan complies in all material respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code, and any Plan intended to be qualified under Code Section 401(a) or 423 is so qualified and has been so qualified since its creation, and its related trust is tax-exempt and has been since its creation. No Plan is covered by Title IV of ERISA or Code Section 412. No “prohibited transaction," ” as defined in ERISA Section 3(3) of ERISA which (i) is subject 406 or Code Section 4975, 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 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 PlansPlan. Each Employee Plan has been maintained and administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules rules, and regulations, including but not limited to, ERISA and the Code, which are applicable to such PlanPlans. No assets There are no pending or anticipated 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. All contributions, reserves, or premium payments to each 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 ERISA Section 4001(a)(15), currently or formerly maintained by Company, or any entity that is considered one employer with Company under ERISA Section 4001(a)(14). Company has not incurred, and will not incur as a result of the SellerTransactions, any withdrawal liability under Subtitle E of Title IV of ERISA with respect to any “multiemployer plan,” within the meaning of ERISA Section 4001(a)(3). The Seller Company has no liability in respect obligation for retiree health or life benefits under any Plan, except as required by applicable law or to avoid excise taxes under Code Section 4980B. There are no restrictions on the rights 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 Plan or without incurring any liability thereunder (other benefit arrangement providing health or medical benefits in respect than ordinary administrative expenses) and satisfaction 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 planapplicable notice. There has have been no amendment unwritten or unexpected amendments to, written interpretation of, or announcement announcements (whether or not written) by the Seller or any affiliate Company relating to, or change in employee participation or to coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense Plan. No tax under Code Section 4980B (other than a tax that has been fully satisfied) has been incurred in respect thereof of any Plan that is a group health plan, as defined in Code Section 5000(b)(1). No act or omission has occurred (or will occur as a result of the transactions contemplated by this Agreement) and no condition exists with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA), equity incentive plan, or compensation plan or program, currently or previously sponsored, contributed to, maintained or administered by the Company or any subsidiary entity that is or was an ERISA Affiliate of the Company (as defined below) that would subject the Company (or the assets of any such plan or program) to any fine, penalty, tax or liability of any kind imposed under ERISA, the Code or other applicable legal requirements (other than liabilities for benefits accrued under plans or programs for employees of the fiscal year ended immediately prior to the Closing DateCompany and their beneficiaries).

Employee Benefit Plans. The Seller has provided and/or identified on (a) Section 4.18(a) of the Disclosure Schedule 4.16 each "contains a complete and correct list of all employee benefit plans, fringe benefit plans or other similar arrangements which pertain to any Employee (including (i) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, including plans that are multiemployer plans within the meaning of Section 3(37) of ERISA (“Multiemployer Plans”), (ii) any plan, agreement or arrangement providing for “fringe benefits” or perquisites, including transportation and meals subsidies and benefits relating to company automobiles, clubs, vacation, child care, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, or (iii) any other “employee benefit plan," as defined in ” (within the meaning of Section 3(3) of ERISA which ERISA, whether or not such plan is, in fact, regulated by ERISA) (icollectively, the “Employee Plans”). Sellers have delivered to Buyer true and correct copies of each Employee Plan (along with all amendments thereto) (including written summaries of oral Employee Plans). With respect to each Employee Plan, each Seller is in compliance with the applicable provisions of the Code, ERISA, and all other Laws and Orders applicable with respect to all such Employee Plans. Each Seller is in compliance with the terms of all Employee Plans and has performed all of its obligations under all Employee Plans including the full payment when due of all amounts required to be made as contributions thereto or otherwise. As of the Closing, there will be no accrued unpaid vacation or sick leave balances for any Employees. Neither Seller nor any entity under “common control” with a Seller (within the meaning of Section 4001 of ERISA) is subject required to any provision of ERISA and (ii) is contribute or was has, at any time during the last 5 years maintainedsince January 1, administered or 2008, ever contributed to by the Seller or had an obligation to contribute to any affiliate (as defined in Section 407(d)(7) of ERISA) and covers Multiemployer Plan or to 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 plan 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 DateEmployee.

Employee Benefit Plans. The Seller has provided and/or identified (a) Except where the failure to ---------------------- be true would not, individually or in the aggregate, have a material adverse effect on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which the Delaware Company, (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 each Delaware Company Plan (as defined in Section 407(d)(7hereinafter defined) 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 operated and administered in compliance accordance with its terms and the requirements prescribed by any and all statutesapplicable Law, ordersincluding, rules and regulations, including but not limited to, ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code, which are applicable (ii) each Delaware ----- Company Plan intended to such Plan. No assets be "qualified" within the meaning of Section 401(a) of the Seller are Code is so qualified, (iii) except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 and the Rules and Regulations thereunder ("COBRA"), no Delaware Company Plan provides death or could be subjectmedical benefits (whether ----- or not insured), 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 current or former employees of the Seller Delaware Company or of any trade or business, whether or not incorporated, which together with the Delaware Company would be deemed a "single employer" within the meaning of Section 4001 of ERISA (a "Delaware Company ERISA Affiliate"), beyond their -------------------------------- retirement or other termination of service, (iv) no liability under Title IV of ERISA has been incurred by the Delaware Company or any affiliateDelaware Company ERISA Affiliate that has not been satisfied in full, determined using assumptions and no condition exists that are reasonable in presents a material risk to the aggregate, over the fair market value Delaware Company or any Delaware Company ERISA Affiliate of incurring any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes other than PBGC premiums), (v) all contributions or other amounts due from the Delaware Company or any fund established Delaware Company ERISA Affiliate with respect to each Delaware Company Plan have been paid in full, (vi) neither the Delaware Company nor any Delaware Company ERISA Affiliate has engaged in a transaction in connection with which the Delaware Company or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 401(h409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code). The Seller has reserved its right , and (vii) there are no pending or anticipated or, to amend the best knowledge of Delaware Company, threatened claims (other than routine claims for benefits) by, on behalf of or terminate against any Employee Delaware Company 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. The Seller has provided and/or identified on Seller's Disclosure Schedule 4.16 lists each "of the Company's employee pension, profit sharing, deferred compensation, severance, cafeteria, stock option, stock purchase, incentive, golden parachute, bonus, group or individual medical and health benefits, welfare, insurance or other employee benefit plan," , program or arrangement (the "Plans") regardless of whether such plan is described in the Employee Retirement Income Security Act of 1974, as defined in Section 3(3) amended ("ERISA"), which is maintained by IBF or the Company on behalf of ERISA which (i) the employees of the Company. Complete and correct copies of all such Plans have been made available to the Purchaser for its review. There is subject to no Plan, nor has any provision of ERISA and (ii) is or was Seller Party at any time during the last 5 years maintained, administered administered, contributed or contributed been required to by the Seller or contribute 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 ERISA, which is subject to the minimum funding requirements of Section 3(2) 412 of the Code or Section 302 of ERISA, including, without limitation, or the provisions of Title IV of ERISA. None of the Plans is a "multiemployer defined benefit plan," as defined in within the meaning of Section 3(373(35) of ERISA, or a "defined benefit multiemployer pension plan," as defined in within the meaning of Section 3(353(37) and subject to Title IV of ERISA. Each Plan and any related trust agreement, annuity contract or other funding instrument which is intended to be qualified and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) tax-exempt under the provisions of the Code. It Code is understood so qualified and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that has been so qualified during the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly period from sponsoring or participating in such Employee Plansits adoption to date. Each Employee Plan Plan, any related trust agreement, annuity contract or other funding instrument complies in all material respects and has been maintained in material compliance with its terms and, both as to form and in operation, with the requirements prescribed by any and all statutes, orders, rules and regulationsregulations which are applicable to such plans, including but not limited to, to ERISA and the Code. Neither the Seller, which are applicable to such Plan. No assets nor any of the Seller are Selling Parties have any obligation to make any payment to 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 former employee pursuant to any retiree medical benefit or other Plan. Except as disclosed in Seller's Disclosure Schedule, neither the Seller nor any of the Seller Parties would have any obligation to make any severance or other payments to any employee if such employee was terminated prior to, at or after the Closing. Except as set forth in Seller. The Seller has 's Disclosure Schedule, no liability in respect benefit, payment or other entitlement under any Plan, or under any agreement relating to the employment of post-retirement health and medical benefits for retired employees of the Seller Company, will be established or any affiliatebecome accelerated, determined using assumptions that are reasonable in the aggregatevested, over the fair market value of any fund, reserve payable or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) funded by reason of the Code). The Seller has reserved its right to amend execution and delivery of this Agreement or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee the consummation of the Seller under transactions contemplated hereby. Except as set forth on Seller's Disclosure Schedule, there are no Actions pending, or to 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 knowledge of the Code and Section 607(l) of ERISASeller, 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 threatened with respect to any such plan. There has been no amendment toPlan, 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 other than claims for the fiscal year ended immediately prior to payment of benefits in the Closing Dateordinary course of operation of such Plan.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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 an Eaton Material Adverse Effect, (A) each of the Eaton 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 Eaton 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 Eaton 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 Eaton 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 Eaton, 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 Eaton, its Subsidiaries or any of their ERISA Affiliates of incurring a "liability thereunder; (E) no Eaton 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 Eaton or its Subsidiaries as of the Effective Time pursuant to each Eaton 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 Eaton nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Eaton 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 Eaton 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. The Seller has provided and/or identified on Schedule 4.16 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 Medtronic Material Adverse Effect, (A) each of the Medtronic 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 Medtronic 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 Medtronic 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 Medtronic or its Subsidiaries beyond their retirement or other termination of service, other than under COBRA or comparable U.S. state law; (D) no liability under Title IV of ERISA has been incurred by the Seller Medtronic, 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 Medtronic, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Medtronic 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 Medtronic or its Subsidiaries as of the Effective Time pursuant to each Medtronic 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 Medtronic nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Medtronic 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 Medtronic, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee of the Medtronic 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 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. The Seller has provided and/or identified on Schedule 4.16 each To the extent required (either as a matter of law or to obtain the intended tax treatment and tax benefits), all of the benefit and incentive plans, arrangements and programs for the benefit of the Company's current and former employees, independent contractors, leased employees, directors and agents and their dependents and beneficiaries (the "employee benefit plan," Plans") comply with all requirements of applicable law, including without limitation the applicable requirements of the Employee Retirement Income Security Act of 1974, as defined in Section 3(3) amended ("ERISA"), and the Code, and with the terms of ERISA which the Plans. With respect to the Plans, (i) is subject to all required contributions that are due have been made and all expenses have been paid and any provision accrual required by generally accepted accounting principles has been made on the books and records of ERISA and the Company for all future contribution obligations; (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)(7406 of ERISA or Section 4975 of the Code) except for such items that have not or would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. All benefits under those Plans covered by ERISA (other than Code Section 125 cafeteria plans) are payable either through a fully-funded trust or an insurance contract, and no welfare benefit Plan (as defined in Section 3(1) of ERISA) and covers any employee or former employee is self-funded. No Plan assets are invested in stock of the Seller Company. Each Plan (and any related trust) intended to be qualified under Sections 401(a) and 501(a) of the Code (i) has received a favorable determination letter from the U.S. Internal Revenue Service to the effect that it is qualified, both as to the original plan and all restatements or material amendments; (ii) has never been subject to any assertion by any governmental agency that it is not so qualified; and (iii) has been operated so that it has always been so qualified. No action has been taken by the Company, nor has there been any failure by the Company to take any action, nor is any action or failure to take action contemplated by the Company (including all actions contemplated under this Agreement), that would subject the Company or any affiliate of its directors, officers or under which the Seller or any affiliate has employees to any liability. Such plans are referred to collectively herein as , penalty or tax imposed by the "Employee Plans." None U.S. Internal Revenue Service or Department of the Employee Plans would, individually Labor 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 other governmental entity in connection with any trust described in Section 501(c)(9Plan. There are no (i) of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans legal, administrative or liabilities associated therewithother proceedings or governmental investigations or audits, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring (ii) complaints to 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 Codegovernmental entity, which are applicable to such Plan. No assets of the Seller are or could be subjectpending, directly or indirectlyanticipated or, to the Company's knowledge, threatened, against any liability Plan or lien by reason of its assets, or against any action Plan fiduciary or inaction taken administrator, or against the Company or its directors, officers or employees 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 DatePlan.

Employee Benefit Plans. The Seller (a) Except as has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined not had and would not reasonably be expected to have, individually or in Section 3(3) of ERISA which the aggregate, a Parent Material Adverse Effect, (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 each 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 Parent Benefit 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 operated and administered in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulationsin accordance with applicable Laws, including but not limited toERISA, ERISA the Code and in each case the Coderegulations thereunder; (ii) no Parent Benefit Plan provides welfare benefits, 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 death 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 writteninsured), with respect to current or former employees or directors of Parent or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by the Seller COBRA or comparable U.S. state or foreign law or (B) severance arrangements providing such benefits for a period not in excess of three (3) years following termination of employment; (iii) no liability under Title IV of ERISA has been incurred by Parent, any of its Subsidiaries or any affiliate relating toof their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Parent, any of its Subsidiaries or any of their respective ERISA Affiliates to incur a liability thereunder; (iv) no Withdrawal Liability imposed on Parent or any of its ERISA Affiliates is unsatisfied, and, to the knowledge of Parent, no Multiemployer Plan to which Parent, any of its Subsidiaries or any of their respective ERISA Affiliates contributes or is required to contribute has been terminated or is “insolvent” (within the meaning of Section 4245 of ERISA); (v) all contributions or other amounts payable by Parent or its Subsidiaries pursuant to each Parent Benefit Plan in respect of current or prior plan years have been timely paid or, to the extent not yet due, have been accrued in accordance with GAAP or applicable international accounting standards; (vi) neither Parent nor any of its Subsidiaries has engaged in a transaction in connection with which Parent or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code; and (vii) there are no pending, or change in employee participation to the knowledge of Parent, threatened or coverage underanticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against 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 DateParent Benefit Plans or any trusts related thereto.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," Except as defined set forth in Section 3(33.2(q) of ERISA which the Disclosure Schedule: (i) is subject neither LPT nor any ERISA Affiliate maintains, contributes to, or has any Liability (whether direct or indirect) with respect to any provision of ERISA and past or present Plans; (ii) each Plan and its underlying trust have been maintained and administered is, in terms and operation, in compliance in all material respects with the Plan documents and all applicable Laws; (iii) there are no pending, or to the Knowledge of LPT, threatened or unresolved private or governmental actions, claims or proceedings with respect to any Plan (other than routine, uncontested for benefits) and no facts or circumstances exist which could reasonably be expected to give rise to any such actions or proceedings; (iv) no Plan has any unfunded liabilities; (v) all contributions, premiums and other payments required to be made by LPT or any ERISA Affiliate to or under the Plans have been made timely and all such contributions, premiums and other payments not yet due have been properly accrued on the books of LPT and in accordance with LPT’s usual accounting practice; (vi) there have been no prohibited transactions or breaches of fiduciary duty with respect to any Plan for which any Liability, correction or reporting obligation remains outstanding; (vii) none of the Plans provide or promise welfare benefits to any retirees or other former employees other than to the extent required by COBRA or similar state insurance laws; (viii) all of the Plans which are intended to be tax-qualified have received current favorable determination or opinion letters from the Internal Revenue Service, as applicable, or a timely application for such letter is pending or such Plan is entitled to rely on a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such letter that would prevent such Plan from remaining so qualified; (ix) timely notice was at provided to the Department of Labor of the existence of all Plans which are or were intended to be ERISA-exempt top hat plans in accordance with applicable ERISA Regulations; and (x) none of the Plans are multiple employer plans or multiple employer welfare benefit arrangements. Neither LPT nor any time during the last 5 years ERISA Affiliate currently maintains, sponsors, administers, contributes to or is required to contribute to, or has ever maintained, administered or administered, contributed to by the Seller or been required to contribute to, or with regard to which LPT or any affiliate ERISA Affiliate may otherwise incur any Liability, any: (as defined in Section 407(d)(7i) 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 ERISAERISA that is subject to Title IV of ERISA or Section 412 of the Code, including, without limitation, a "or (ii) “multiemployer plan," ” as defined in Section 3(37) of ERISA. Copies of all current Plan documents have been provided to the Buyer or made reasonably available to the Buyer prior to the Closing, or a "defined benefit plan," as defined in Section 3(35along with current summary plan descriptions and the most recent Form 5500, including all schedules and attachments, for the past three (3) and complete plan years for each of the Plans, where applicable. All Plans subject to Title IV Section 409A of ERISAthe Code are in documentary and operational compliance with the requirements of Section 409A and its underlying regulations and guidance and have been in such compliance since the earlier of December 31, and no Employee Plan is maintained in connection 2010 or the establishment of such Plan. Neither LPT nor any ERISA Affiliate has any benefit obligations (or tax reimbursement obligations with any trust described in respect to Section 501(c)(9) 280G or Section 409A 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 expressed 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 the Plans. This transaction will not trigger any funding, vesting, benefit increase, benefit payment or benefit acceleration rights or obligations (including any such plan and descriptions thereof given to employees. With respect to any Employee Plans rights or obligations which are "group health plans" contingent upon the occurrence of another event (including any excess parachute payments under Code 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 Date280G)).

Employee Benefit Plans. The Seller has provided and/or identified on Except for plans maintained by Buyer or its affiliates and for plans specified Schedule 4.16 each "3.10, none of the Sellers or the LLC maintains any “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 any Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) the LLC and covers any employee or former employee of the any Seller or any affiliate the LLC or under which the any Seller or any affiliate the LLC 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 Internal Revenue Code, which are applicable to such Plan. No assets of any Seller or the Seller LLC 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 any Seller or the SellerLLC. The Seller has no Neither of the Sellers or the LLC have any liability in respect of post-retirement health and medical benefits for retired employees of the any Seller or any affiliatethe LLC, 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 Sellers and the LLC have reserved its their 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 or the LLC 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 Sellers and any affiliate the LLC 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 any Seller or any affiliate the LLC 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. The Seller has provided and/or identified on Schedule 4.16 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 an Actavis Material Adverse Effect, (A) each of the Actavis 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 Actavis 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 Actavis 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 Actavis or its Subsidiaries beyond their retirement or other termination of service, other than under COBRA or comparable U.S. state law; (D) no liability under Title IV of ERISA has been incurred by the Seller Actavis, 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 Actavis, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (E) no Actavis 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 Actavis or its Subsidiaries as of the Effective Time pursuant to each Actavis 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 Actavis nor any of its Subsidiaries has engaged in a transaction in connection with any trust described in which Actavis 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 Actavis, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Employee of the Actavis 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. The Seller has provided and/or identified on Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 Disclosure Letter sets forth a complete and correct list of each "employee benefit plan," as defined in Section (within the meaning of section 3(3) of ERISA the Employment Retirement Income Security Act of 1974, as amended ("ERISA")) and each other bonus, incentive or deferred compensation, severance, retention, change in control, fringe benefit, employment or other employment compensation or benefit agreement, plan or arrangement to which Transcell is a party or is bound or in respect of which Transcell may have any material liability (icollectively, the "Plans"). True and complete copies of each Plan and all documents related thereto or the funding thereof have been made available to Intercardia. Each Plan intended to be qualified under section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the Internal Revenue Service or is an adoption of a prototype or volume submitter plan whose sponsor has received a favorable determination letter as to its qualifications under the Code and to the effect that each such trust is exempt from taxation under section 501(a) of the Code, and, to the knowledge of Transcell, no event has occurred since the date of such determination letter that could reasonably be expected to materially and adversely affect such qualifications or tax-exempt status. No Plan is subject to any provision section 412 of the Code or section 301 or Title IV of ERISA and (ii) and, except as set forth in the Transcell Disclosure Letter, no Plan is or was at any time during a multiemployer plan, within the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7meaning of section 4001(a)(3) of ERISA. No material liability has been incurred by, and no event, transaction or condition has occurred or exists that would result in any material liability of, Transcell (either directly or indirectly, including as a result of an indemnification obligation or any joint and several liability obligations) under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and covers several liability provisions of the Code relating to employee benefit plans. Each of the Plans has been operated and administered in all respects in compliance with all applicable Laws, except for any employee failure so to comply that, individually or together with all other such failures, has not resulted in, and will not have or result in, a Transcell Material Adverse Effect. There are no material pending or, to the knowledge of Transcell, threatened claims by or on behalf of any of the Plans, by any government entity, by any current 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 Transcell (collectively, the "Employee Plans." None of Employees") or otherwise involving any such Plan or 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 any Plan (other than routine claims for benefits). All material contributions, premiums and expenses payable to 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 any Plan or the operation or administration thereof relating to any period on or prior to the date hereof have been paid, adequately accrued in the Financial Statements or incurred and medical benefits for retired employees relate to services rendered after the date of such Financial Statements in the ordinary course of business consistent with prior practice and in accordance with the terms of this Agreement. Except as set forth in the Transcell Disclosure Letter, (i) the execution of, and performance of the Seller transactions contemplated in, this Agreement will not constitute an event under any Plan that has resulted or may result in any material payment (whether of severance pay or otherwise), acceleration other than vesting of certain options, forgiveness of indebtedness, vesting, distribution or increase in any compensation or benefits of any Employees or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value obligation of Transcell to fund any fund, reserve compensation 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 Employee; and (ii) no payment or benefit which has been or may be made by Transcell in respect of any Employee will constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) 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 DateCode.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," (a) Except as defined would not, individually or in Section 3(3) of ERISA which the aggregate, reasonably be expected to have a Material Adverse Effect, (i) is subject to any provision each material Company Plan has been established, operated, maintained and administered in accordance with its terms and in compliance with the applicable provisions of ERISA ERISA, the Code and other applicable Laws; (ii) is with respect to each material Company Plan subject to the Laws outside of the United States which covers individual service providers located outside of the United States, all required contributions have been timely made or was at any time during accrued in accordance with applicable legal and accounting requirements; and (iii) to the last 5 years maintainedKnowledge of the Company, administered or contributed to by the Seller or any affiliate each “multiemployer plan” (as defined in Section 407(d)(74001 of ERISA) to which the Company, its Subsidiaries or their respective ERISA Affiliates contributes (a “Multiemployer Plan”) is in compliance with ERISA. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) no “reportable event” (within the meaning of Section 4043(c) of ERISA) and covers any employee or former employee has occurred or, to the Knowledge of the Seller or Company, is reasonably expected to occur with respect 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 would, individually or collectively, constitute an "“employee pension benefit plan" ” (as defined in under Section 3(2) of ERISA) established or maintained by the Company, including, without limitation, its Subsidiaries or any of their respective ERISA Affiliates; (ii) no Company Plan is a "multiemployer “single-employer plan," ” (as defined in Section 3(37) 4001 of ERISA) ; (iii) neither the Company, or a "defined benefit plan," as defined in Section 3(35its Subsidiaries nor any of their respective ERISA Affiliates has incurred or, to the Knowledge of the Company, reasonably expects to incur (A) and subject to any liability under Title IV of ERISAERISA with respect to termination of, and no Employee Plan is maintained in connection with or withdrawal from, any trust described in “employee benefit plan” or (B) any liability under Section 501(c)(9) 412 of the Code or tax imposed by Section 4971, 4975 or 4980B of the Code. It is understood ; and agreed that Buyer is not assuming any Employee Plans (iv) each “employee pension benefit plan” established 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 Company, its Subsidiaries or any affiliate, determined using assumptions of their respective ERISA Affiliates 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 is intended 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" be qualified under Section 4980B 401 of the Code and Section 607(l) is so qualified and, to the Knowledge of ERISAthe Company, there nothing has been timely compliance in all material respects with all requirements imposed thereunderoccurred, and under Parts 6 and 7 of Title I of ERISA generallywhether by action or failure to act, 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 reasonably be expected to cause the expense loss 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 Datequalification.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 each "5.23 sets forth a true and complete list of all written and oral pension, profit sharing, retirement, deferred compensation, stock purchase, stock option, incentive compensation, bonus, vacation, severance, sickness or disability, hospitalization, individual and group health and accident insurance, individual and group life insurance and other material employee benefit plan," as defined in Section 3(3) of ERISA plans, programs, commitments or funding arrangements maintained by GAMZ, to which (i) GAMZ is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintaineda party, 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 GAMZ has any liability. Such plans are obligations, present or future (other than obligations to pay current wages, salaries or sales commissions terminable on notice of 30 days or less) in respect of, or which otherwise cover or benefit, any of the current or former officers, employees or sales representatives (whether or not employees) of GAMZ, or their beneficiaries (hereinafter individually referred to as "GAMZ Employee Benefit Plan" and collectively herein referred to as "GAMZ Employee Benefit Plans"). GAMZ has delivered or made available to XXXXXX true and complete copies of all documents, as they may have been amended to the "Employee Plans." None date hereof, embodying the terms of the GAMZ Employee Benefit Plans. Except for the GAMZ Employee Benefit Plans wouldidentified in Schedule 5.23, individually or collectively, constitute an there is no "employee pension benefit plan," as defined in Section "employee welfare benefit plan" or "employee benefit plan" within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, . No GAMZ Employee Benefit Plan to which GAMZ or a "defined benefit plan," as defined in Section 3(35) and any ERISA Affiliate has maintained or contributed to is subject to Title IV of ERISAERISA or Section 412 of the Code. GAMZ does not maintain and has not maintained a plan which meets the safe harbor requirements of Section 414(n)(5) of the Code and GAMZ has not made any representations (including oral representations) with respect to the existence of such a plan to any customers, clients, employees or any other person. GAMZ does not maintain and no Employee Plan is has not maintained in connection with any trust described in "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code. It Except as set forth in Schedule 5.23, each GAMZ Employee Benefit Plan described in Schedule 5.23 is understood in full force 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 effect in such Employee Plans. Each Employee Plan has been maintained in compliance accordance with its terms and the requirements prescribed by any and all statutesthere are no material actions, 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 suits or could be subject, directly or indirectlyclaims pending (other than routine claims for benefits) or, to GAMZ's knowledge, threatened, against any liability or lien by reason of any action or inaction taken with respect to any GAMZ 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 affiliatefiduciary thereof and GAMZ has performed all material obligations required to be performed by it under, determined using assumptions that are reasonable and is not in the aggregatedefault under or in violation of, over the fair market value of any fundGAMZ Employee Benefit Plan, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes in 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 material respect, and GAMZ is 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 the requirements prescribed by all requirements statutes, laws, ordinances, orders or governmental rules or regulations applicable to the GAMZ Employee Benefit Plans, including, without limitation, ERISA and the Code. Neither GAMZ nor any other "party-in-interest," as defined in Section 3(14) of ERISA, has engaged in any "prohibited transaction," as defined in Section 406 of ERISA, which could subject any GAMZ Employee Benefit Plan, GAMZ or XXXXXX or any officer, director, partner or employee of GAMZ or XXXXXX or any fiduciary of any GAMZ Employee Benefit Plan to a material penalty or excise tax imposed thereunder, and under Parts 6 and 7 of Title I Section 502(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 Section 4975 of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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 on Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 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 ONB or any of its subsidiaries, whether written or oral, in which ONB or any of its subsidiaries participates as a participating employer; to which ONB or any of its subsidiaries contributes and including any such plans which within the preceding six years have been terminated, merged into another plan of ONB or any of its subsidiaries, frozen or discontinued (collectively, "ONB Plans"): (i) is subject to any provision of ERISA all such ONB 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 ONB 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 "TRA" (as defined in Section 3(371 of Rev. Proc. 93-39), and ONB is not aware of any circumstances likely to result in revocation of any such favorable determination letter; (iii) except for the ONB common stock held by its trustee as an asset of the ONB Employee Stock Ownership Plan and the ONB Employees' Retirement Plan, no ONB Plan (or its related trust) holds any stock or other securities of ONB or any related or affiliated person or entity; (iv) ONB has not engaged in any transaction that may subject ONB, or any ONB Plan, to a civil penalty imposed by Section 502 of ERISA, or a "defined benefit plan," ; (v) no 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 ONB Plan; (vi) to the Seller. The Seller has best knowledge of ONB, there are no liability in respect actions, suits, proceedings or claims pending (other than routine claims for benefits) or threatened, against ONB, any of post-retirement health and medical benefits for retired employees of the Seller or its subsidiaries, any affiliateONB 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 ONB 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 ONB 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 ONB 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. 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 Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 each "3.1(q) sets forth all pension, thrift, savings, profit sharing, retirement, incentive bonus or other bonus, medical, dental, life, accident insurance, employee benefit, employee welfare, disability, group insurance, stock purchase, stock option, stock appreciation, stock bonus, executive or deferred compensation, hospitalization and other similar fringe or employee benefit plan," plans, programs and arrangements, and severance agreements or plans, vacation and sick leave plans, programs, arrangements and policies including, without limitation, all “employee benefit plans” (as defined in Section 3(3) of ERISA which the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), for the benefit of, or relating to, any persons employed by the Company (“Employee”). The items described in the foregoing sentence are hereinafter sometimes referred to collectively as “Employee Plans” and each individually as an “Employee Plan.” True and correct copies of all the Employee Plans, including all amendments thereto, have heretofore been made available to the Purchaser. The Company has never maintained, established, sponsored, participated in, or contributed to or been obligated to contribute to: (i) is any pension plan subject to any provision Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”); (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate “multiemployer plan” (as defined in Section 407(d)(7) 4001 of ERISA); or (iii) 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 multiple employer plan described in Section 501(c)(9) 413 of the Code. It is understood and agreed that Buyer is The Company has no liability, contingent or otherwise, with respect to any employee benefit plan as a result of having been a member of a controlled group within the meaning of Code Section 414. There have been no “prohibited transactions” within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code for which a statutory or administrative exemption does not assuming exist with respect to any Employee Plans or liabilities associated therewithPlan, and that no event or omission has occurred in connection with which Company or any of its assets or any Employee Plan, directly or indirectly, could be subject to any liability under ERISA, the Seller shall retain Code or any other law or order applicable to any Employee Plan, or under any agreement, instrument, law or order pursuant to or under which Company has agreed to indemnify or is required to indemnify any person against liability incurred under any such agreement, instrument, law or order. With respect to each Employee Plan, (i) all payments due from the Company to date have been made and all amounts properly accrued to date as liabilities of the Company which have not been paid have been properly recorded on the books of the Company and are reflected in the Balance Sheets; (ii) the Company has complied, in all material respects, with, and each such Employee PlansPlan conforms, including in all obligations deriving directly or indirectly from sponsoring or participating material respects, in such Employee Plans. Each Employee Plan has been maintained in compliance with its terms form and the requirements prescribed by any and operation to, all statutes, orders, rules applicable laws and regulations, including but not limited to, to ERISA and the Code, which are applicable and all reports and information relating to such Plan. No assets Employee Plan required to be filed with any governmental entity have been timely filed; (iii) all material reports and information relating to each such Employee Plan required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan which is intended to qualify under Section 401 of the Seller are Code has received a favorable determination or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken opinion letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and, to the Company’s and the Stockholder’s knowledge, nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (v) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan or against the assets of such Employee Plan; and (vi) no Employee Plan is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens. No Employee Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to current or former Company employees beyond their retirement or other termination of service other than (i) coverage mandated by applicable law, (ii) death or retirement benefits under any Employee Plan maintained by that is an employee pension benefit plan, (iii) deferred compensation benefits accrued as liabilities on the Seller. The Seller has no liability in respect books 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 Company (including for such purposes any fund established pursuant to Section 401(hthe Balance Sheets), (iv) of the Code). The Seller has reserved its right to amend or terminate disability benefits under any Employee Plan that is an employee welfare benefit plan and which have been fully provided for by insurance or other benefit arrangement providing health otherwise or medical (v) benefits in respect the nature of any active employee severance pay. Except as set forth in Schedule 3.1(q), the consummation of the Seller under transactions contemplated by this Agreement will not (i) entitle any current or former Employee of Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, (ii) accelerate the terms time of payment or vesting, or increase the amount of compensation due to any such plan and descriptions thereof given to employeesemployee or former employee, except as expressly provided in this Agreement, or (iii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. With respect to any each Employee Plans which are "group health plans" under Section 4980B of Plan, the Code and Section 607(l) of ERISA, there Company 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 made available to the Closing Date.Purchaser:

Employee Benefit Plans. The Seller 4.20.1. BAB has provided and/or identified on Schedule 4.16 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. The Seller (a) SJNB has provided and/or identified on Schedule 4.16 previously made available to GBB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which SJNB or any member of the same controlled group of corporations, trades or businesses as SJNB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) SJNB 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 SJNB 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 SJNB 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 applicable provisions of ERISA, the terms of any Code and all other applicable laws have been made, except to the extent that such plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" amendments may be retroactively adopted under Section 4980B 401(b) of the Code and Section 607(l) of ERISAthe regulations issued thereunder. Except as disclosed in the SJNB Disclosure Letter, all Employee Plans were in effect prior to January 1, 2001, 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 Date2001.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 (a) “Company Employee Plan” means each "“employee benefit plan," ” as defined in Section 3(3) of ERISA ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) (each, an “Employee Plan”) 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 Company or any affiliate (Affiliate of the Company as defined in Section 407(d)(7) of ERISA) the date of this Agreement and covers any employee or former employee of the Seller Company or any affiliate of its Subsidiaries, or under (ii) with respect to which the Seller Company or any affiliate of its Subsidiaries has any liability. Such plans are referred With respect to collectively herein as the "Employee Plans." None of the Employee Plans wouldemployee benefit plans, 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 ERISAprograms, 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 other arrangements providing incentive compensation or other benefits similar to those provided under any Employee Plans to any employee or liabilities associated therewithformer employee or dependent thereof, and that which plan, program or arrangement is subject to the Seller shall retain all such Employee laws of any jurisdiction outside the United States (“Foreign Plans”), including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan has (1) to the knowledge of the Company, the Foreign Plans have 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 in accordance with all applicable Laws, (2) if intended to qualify for special tax treatment, the Foreign Plans meet all requirements imposed thereunderfor such treatment, (3) if intended to be funded and/or book-reserved, the Foreign Plans are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and under Parts 6 (4) no liability which could be material to the Company and 7 its Subsidiaries taken as a whole exists or reasonably could be imposed upon the assets 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 toof its Subsidiaries by reason of such Foreign Plans, 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 other than to the Closing Dateextent reflected on the Company Balance Sheet.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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. The Seller Sagebrush has provided and/or identified on Schedule 4.16 disclosed in Section 4.10(d) of the Sagebrush Disclosure Document and has delivered or made available to WSMP prior to the execution of this Agreement correct and complete copies, in each case, of all pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus and other incentive plans, all other written employee programs, arrangements and agreements, all medical, vision, dental and other health plans, all life insurance plans and all other employee benefit plans and fringe benefit plans, including, without limitation, "employee benefit plan,plans" as that term is defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is ERISA, currently adopted, maintained by, sponsored in whole or was at any time during the last 5 years maintained, administered in part by or contributed to by the Seller Sagebrush or any affiliate Subsidiary thereof for the benefit of employees, retirees, dependents, spouses, directors, independent contractors and other beneficiaries and under which employees, retirees, dependents, spouses, directors, independent contractors and other beneficiaries are eligible to participate (collectively, the "Sagebrush Benefit Plans"). Except as defined disclosed in Section 407(d)(74.10(d) of ERISA) the Sagebrush Disclosure Document, neither the execution and covers any employee or former employee delivery of this Agreement nor the consummation of the Seller or transactions contemplated hereby will (i) result in 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, payment (including, without limitation, a "multiemployer plan," as defined in Section 3(37severance, unemployment compensation, golden parachute or otherwise) 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, becoming due to any liability director or lien by reason any employee of Sagebrush from Sagebrush under any Sagebrush Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Sagebrush Benefit Plan or (iii) result in any acceleration in the time of payment or vesting of any action such benefit. Sagebrush has made no oral or inaction taken written representation 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 aspect of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes Sagebrush Benefit Plan to 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 Sagebrush prior to the Closing Datedate hereof that is not in accordance with the written or otherwise pre-existing terms and conditions of such plans.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 each CBES's 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, funds, 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 CBES or any affiliate of its Subsidiaries (hereinafter collectively referred to as the "CBES Employee Plans"). All of the CBES Employee Plans comply in all material respects with all applicable requirements of ERISA, the IRC and other applicable laws; with respect to the CBES Employee Plans, no event has occurred that would subject CBES or any of its Subsidiaries to a material liability under ERISA, the IRC or any other applicable law; there has occurred no "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the IRC) which is likely to result in the imposition of any material penalties or taxes under Section 502(i) of ERISA) and covers any employee ERISA or former employee Section 4975 of the Seller IRC upon CBES or any affiliate of its Subsidiaries; and all required contributions to the CBES Employee Plans through the date hereof have been made. Neither CBES nor any of its Subsidiaries has provided, or is required to provide, security to any CBES 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 IRC) pursuant to Section 3(2401(a)(29) of ERISAthe IRC. Neither CBES, 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 CBES 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 therewithIRC (a "CBES Qualified Plan") has received a favorable determination letter from the Internal Revenue Service ("IRS"), and that the Seller shall retain all CBES 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 threatened litigation, administrative action or proceeding relating to any CBES 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 CBES or any of its Subsidiaries to amend any CBES Employee Plan, except for amendments required by applicable law which do not materially increase the cost of such CBES Employee Plan; and, except as specifically identified in compliance with CBES's Disclosure Letter, CBES 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 CBES 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 IRC, so that or similar state laws, the Seller cost of which is borne by the insured individuals. The execution and any affiliate have no (delivery of this Agreement and the consummation of the transactions contemplated hereby will not incur any) lossresult in any payment or series of payments by CBES or any of its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the IRC). To the best knowledge of CBES, assessment, no breach of a fiduciary duty under ERISA Section 404 or Section 405 has occurred and with respect to which any outstanding liability to any participant or any material excise tax penalty or other sanction liability exists or will exist as of the Effective Date with respect to any of the CBES Employee Plans. Each of the CBES Employee Plans which is a group health plan within the meaning of IRC Section 5000(b)(1) is in compliance with the continuation of health care coverage requirements contained in IRC Section 4980B and ERISA Section 601 et seq. A list of participants or beneficiaries who have elected continuation coverage in accordance with such planlaws is provided in CBES's Disclosure Letter. There has been no amendment toWith respect to each CBES Employee Plan, written interpretation CBES will supply to NASB Bank 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 three most recent plan years, if required to be filed, (B) such CBES Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or announcement other funding arrangement relating to such CBES Employee Plan, including amendments thereto, (whether D) the most recent summary plan description and summary of material modifications thereto for such CBES Employee Plan, if the CBES Employee Plan is subject to Title I of ERISA, (E) the most recent actuarial report or not writtenvaluation if such CBES Employee Plan is a CBES pension plan 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 CBES Employee Plan which would increase is a CBES Qualified Plan. With respect to Community Bank's ESOP, CBES will supply NASB Bank a true and correct copy of (A) the expense of maintaining such Employee Plan above the level latest financial statement of the expense incurred in respect thereof for ESOP including a list of assets, (B) a schedule of stock purchases by the fiscal year ended immediately prior to ESOP, including seller, valuation and number of shares, (C) a schedule of participant name and amount, and (E) a schedule of the Closing Datemost recent contribution allocation including participant name, compensation and share of contribution.

Employee Benefit Plans. The Seller (a) Schedule 4.18(a) sets forth all Employee Benefit Plans in place or effective as of the Effective Date. No Employee Benefit Plan is, and neither the Company nor any of its ERISA Affiliates sponsors, maintains, contributes to, has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which any obligation to contribute to, or has, sponsored, maintained, contributed to or had any obligation to contribute to a (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 “pension plan” 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 ERISA that is subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in (ii) a Multiemployer Plan, (iii) a “multiple employer plan” within the meaning of ERISA or an employee benefit plan subject to Section 501(c)(9413(c) of the CodeCode or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. It is understood (b) With respect to each Employee Benefit Plan, the Company has made available to Trulieve true, correct, and agreed that Buyer is complete copies of (i) each Employee Benefit Plan (or, if not assuming written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (ii) all summaries and summary plan descriptions, including any summary of material modifications, (iii) all material agreements or Contracts with any service provider with respect to any Employee Plans or liabilities associated therewithBenefit Plan, and that (iv) all filings made with any Governmental Authority 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 regulationslast three years, 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 filings 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 Compliance Resolution System. Each Employee Benefit Plan has been timely established and administered in accordance with its terms and is in compliance (both in form and operation) in all material respects with all requirements imposed thereunderapplicable Laws, including ERISA and the Code. All contributions to, and under Parts 6 premium payments to and 7 other payment from, each Employee Benefit Plan that are required to be made in accordance with the terms and conditions 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 Benefit Plan above the level and applicable Laws, as of the expense incurred date of this Agreement, have been timely made or, if required but not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in respect thereof for the fiscal year ended immediately Financial Statements prior to the Closing date of this Agreement. With respect to each Employee Benefit Plan, all tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate governmental entity and all material notices and disclosures have been timely provided to participants. With respect to the Employee Benefit Plans, no event has occurred and there exists no condition or set of circumstances in connection with which the Company could be subject to any material Liability (other than for routine benefit liabilities or except as set forth on Schedule 4.18(b), as reflected in the most recent consolidated balance sheet filed prior to the date of this Agreement) under the terms of, or with respect to, such Employee Benefit Plans, ERISA, the Code or any other applicable Law. There are no pending audits or investigations by any governmental entity involving any Employee Benefit Plan, and no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings involving any Employee Benefit Plan, any fiduciary thereof or service provider thereto. As of the Effective Date, the Company has not and have never established, maintained, contributed to or participated in any employee pension benefit plan as defined in ERISA Section 3(2).

Employee Benefit Plans. The Seller (a) Except as has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined not had and would not reasonably be expected to have, individually or in Section 3(3) of ERISA which the aggregate, a Company Material Adverse Effect, (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 each 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 Company Benefit 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 operated and administered in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulationsin accordance with applicable Laws, including but not limited toERISA, ERISA the Code and in each case the Coderegulations thereunder; (ii) no Company Benefit Plan provides welfare benefits, 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 death 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 writteninsured), with respect to current or former employees or directors of the Company or its Subsidiaries beyond their retirement or other termination of service, other than (A) under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or comparable U.S. state or foreign law or (B) severance arrangements providing such benefits for a period not in excess of three (3) years following termination of employment; (iii) no liability under Title IV of ERISA has been incurred by the Seller Company, any of its Subsidiaries or any affiliate relating toof their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause the Company, any of its Subsidiaries or any of their respective ERISA Affiliates to incur a liability thereunder; (iv) no Withdrawal Liability imposed on the Company or any of its ERISA Affiliates is unsatisfied, and, to the knowledge of the Company, no Multiemployer Plan to which the Company, any of its Subsidiaries or any of their respective ERISA Affiliates contributes or is required to contribute has been terminated or is “insolvent” (within the meaning of Section 4245 of ERISA); (v) all contributions or other amounts payable by the Company or its Subsidiaries pursuant to each Company Benefit Plan in respect of current or prior plan years have been timely paid or, to the extent not yet due, have been accrued in accordance with GAAP or applicable international accounting standards; (vi) neither the Company nor any Company Subsidiary has engaged in a transaction in connection with which the Company or its Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code; and (vii) there are no pending, or change in employee participation or coverage under, any Employee Plan which would increase to the expense of maintaining such Employee Plan above the level knowledge of the expense incurred in respect thereof Company, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the fiscal year ended immediately prior to the Closing DateCompany Benefit Plans or any trusts related thereto.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Haven's 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. The Seller has provided and/or identified on Schedule 4.16 With respect to each "employee benefit plan," as defined in Section 3(3) of ERISA which Employee Benefit Plan: (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 each has been maintained administered in compliance with its terms and the requirements prescribed by any and with all statutesapplicable laws including, orders, rules and regulations, including but not limited towithout limitation, ERISA and the Code; (ii) no actions, suits, claims or disputes are pending or threatened against any such plan, the trustee or fiduciary of any such plan, the Sellers, the Company or any assets of any such plan; (iii) no audits, proceedings, claims or demands are pending with any Governmental Authority including, without limitation, the IRS and the Department of Labor; (iv) all reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any such plan participant have been duly or timely filed or distributed; (v) no "prohibited transaction", within the meaning of ERISA or the Code, or breach of any duty imposed on "fiduciaries" pursuant to ERISA has occurred; (vi) all required or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the Closing shall have been made or properly accrued on the respective Current Balance Sheet of the Operational Sellers or the Company and will be properly accrued on the books and records of the Operational Sellers or the Company as of the Closing; (vii) no such plan has any unfunded liabilities which are applicable to such Plan. No assets not reflected on the respective Current Balance Sheets of the Seller Operational Sellers or the Company; (viii) none of the Sellers, the Company or any ERISA Affiliates of the Sellers or the Company are subject to (or could expected to be subjectsubject to) an excise tax under Code Section 497; (ix) none of the Sellers, directly the Company or indirectly, any ERISA Affiliates of the Sellers or the Company have engaged in any transaction which would give rise to any liability under Section 4069 or lien by reason Section 4212(c) of any action or inaction taken ERISA; (x) 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 Welfare Plans which are qualifying as "group health plans" under Section 4980B of the Code and Section or Sections 607(l) or 609 of ERISAERISA and related regulations, there has been timely compliance the Sellers, the Company, all Predecessors and the Shareholders have complied (and at the Closing Date will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunderthereunder as and when applicable to those plans, and under Parts 6 and 7 none of Title I of ERISA generally, so that the Seller and Sellers nor the Company has incurred (or will incur) any affiliate have no direct or indirect liability or is (and or will not incur anybe) subject to any loss, assessment, excise tax penalty penalty, loss of federal income tax deduction or other sanction with sanction, arising on account of or in respect to of any such plan. There has been no amendment to, written interpretation direct or announcement (whether or not written) indirect failure by the Seller Sellers, the Company or any affiliate relating toShareholder, or change in employee participation or coverage under, at 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 time prior to the Closing Date, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the Sellers, the Company, any Shareholder, Buyer or any Affiliate of Buyer with respect to any of those group health plans; (xi) the Sellers, the Company and the Shareholders have complied (and at the Closing Date will have complied) in all material respects with the Health Insurance Portability and Accountability Act of 1996; and (xii) no Welfare Plan is a multi-employer welfare arrangement as defined in Section 3(40) of ERISA.

Employee Benefit Plans. The Seller has provided and/or identified on (a) Set forth in Schedule 4.16 of the Parent Disclosure Letter is a list of each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) the following that is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years currently sponsored, maintained, administered or contributed to by the Seller Parent or any affiliate of its subsidiaries for the benefit of its or their employees: (as defined in Section 407(d)(7i) 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 each "employee pension benefit plan" (as defined in Section 3(2) of ERISA, including, without limitation, a ) regardless of whether such plan is maintained outside of the U.S. or primarily for the benefit of persons substantially all of whom are non-resident aliens (sometimes collectively referred to herein as "multiemployer Parent Pension Plans"); (ii) each "employee welfare benefit plan," (as defined in Section 3(373(l) of ERISA) regardless of whether such plan is maintained outside of the U.S. or primarily for the benefit of persons substantially all of whom are non-resident aliens (hereinafter a "Parent Welfare Plan"); and (iii) each stock option, stock purchase, incentive, deferred compensation plans or arrangements, vacation, change in control, stay-on bonus plans or arrangements, and other material employee compensation and fringe benefit plans or agreements, maintained, contributed to, or a "defined benefit plan," as defined pursuant to which Parent or any of its subsidiaries have any current liability (all the foregoing in Section 3(35) and subject to Title IV of ERISAsubparagraphs (i), (ii), and no (iii) being herein called "Parent Employee Plans"), and each Parent Employee Plan currently enjoying any special tax status is maintained noted as such. Parent has made available to WEUS true, complete, and correct copies of (i) each Parent Employee Plan and any subsequently adopted amendments thereto (or, in connection the case of unwritten Parent Employee Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with respect to each Parent Employee Plan (if any such report was required), (iii) the most recent summary plan description for each Parent Employee Plan for which such a summary plan description is required (with all summaries of material modifications provided after the most recent summary plan description was distributed), (iv) each trust described in agreement and group annuity contract relating to any Parent Employee Plan and (v) each favorable determination letter from the Internal Revenue Service with respect to each Parent Employee Plan that is intended to 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 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. The Seller Except as described in the Company Filed Reports (and subsequent financial and actuarial statements and reports furnished to Parent or its agents prior to the date hereof), as described in Section 3.16 of the Company Disclosure Letter or as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) all employee benefit plans or programs maintained for the benefit of the current or former employees or directors of the Company or any of its Subsidiaries that are sponsored, maintained or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has provided and/or identified on Schedule 4.16 each any liability, including without limitation any such plan that is an "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 wouldRetirement Income Security Act of 1974 ("ERISA")(the "COMPANY BENEFIT PLANS"), 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 are in compliance with its terms and the all applicable requirements prescribed by any and all statutes, orders, rules and regulationsof Law, including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets (b) neither the Company nor any of the Seller are its Subsidiaries has any liabilities 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 obligations with respect to any such employee benefit plans or programs, whether accrued, contingent or otherwise, other than the obligations arising in the ordinary course of the operation or administration of such plans or routine claims for benefits under such plans, nor to the Knowledge of the Company are any such liabilities or obligations expected to be incurred, and (c) neither the Company nor any of its Subsidiaries is a party to any contract or other arrangement under which, after giving effect to the Offer or the Merger, Parent or the Surviving Corporation would be obligated to make any "parachute" payment within the meaning of the Code. Except as described in Section 3.16 of the Company Disclosure Letter, the execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any benefit plan. There has been no amendment to, written interpretation program, policy, arrangement or announcement agreement or any trust, loan or funding arrangement that will or may result in any payment (whether of severance pay or not written) by the Seller otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any affiliate relating toemployee. The Company has made available to Parent true, or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level complete and correct copies of the expense incurred in respect thereof plan documents for the fiscal year ended immediately prior to the Closing DateCompany Benefit Plans.

Employee Benefit Plans. The Seller has From and after the Effective Time, Parent shall cause the Surviving Corporation to (a) honor and satisfy all obligations and liabilities that are accrued and vested as of the Effective Time under any Company Employee Plan and (b) continue all Company Employee Plans, except for the Company Stock Option Plans. Notwithstanding the foregoing, the Surviving Corporation hereby reserves the right to amend or terminate any Company Employee Plan at any time after the Effective Time, in accordance with its terms and applicable law. To the extent that any Company Employee Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided and/or identified on Schedule 4.16 with respect to participants thereunder (provided applicable law does not prohibit such reduction), Parent shall arrange for each "employee individual who is then a participant in such terminated or amended plan to participate in a comparable type of benefit plan," as defined plan maintained by Parent in Section 3(3) of ERISA which accordance with the eligibility criteria thereof, provided that (i) is subject such participants shall receive full credit for years of service with the Company prior to any provision the Merger for all purposes for which such service was recognized under the applicable Company Employee Plan, including, but not limited to, recognition of ERISA service for eligibility and vesting (including acceleration thereof pursuant to the terms of the applicable Company Employee Plan) and (ii) is such participants shall participate in the Parent benefit plans on terms no less favorable than those offered by Parent to similarly situated employees of Parent. Notwithstanding the foregoing, to the extent any of Employee Plans of the Parent are superior (as to the type and breadth of coverage) to the Company Employee Plans, Parent shall, or was at any time during shall cause the last 5 years maintainedSurviving Corporation to, administered arrange for all current employees of the Company that continue as employees of the Surviving Corporation or contributed Parent to by be transitioned into such Employee Plans of the Seller or any affiliate Parent (giving effect to the provisos contained in clauses (i) and (ii) above) prior to consummation of the applicable "transition period" (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)(9410(b)(6)(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 ) 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 qualified under Section 401(h401(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(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 within one (and will not incur any1) loss, assessment, tax penalty or other sanction year 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 all other 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 DatePlans.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "(A) Section 5.28(A) of the Schedules lists all employee benefit plan," as defined in plans, arrangements or agreements providing benefits or compensation to any current or former employees, directors or consultants of TCBI that are sponsored or maintained by TCBI or to which TCBI contributes or is obligated to contribute on behalf of current or former employees, directors or consultants of TCBI or with respect to which TCBI or any of its ERISA Affiliates has any liability, including any employee benefit plan within the meaning of Section 3(3) of ERISA which (i) is whether or not subject to ERISA) and any provision employment agreement or collective bargaining agreement, employee stock ownership, bonus, incentive, deferred compensation, stock purchase, stock option, severance, change of ERISA control or fringe benefit plan, whether or not in writing, (each of the foregoing, including the TCBI Incentive Plan and each TCBI SERP, a “TCBI Employee Plan”). There is no pending or, to the Knowledge of TCBI, threatened Proceeding relating to any TCBI Employee Plan and no threatened or pending claims against any TCBI Employee Plan (ii) is or was at any time during except for claims for benefits payable in the last 5 years maintained, normal operation of the TCBI Employee Plan). All of the TCBI Employee Plans comply and have been administered or contributed to by the Seller or any affiliate in all material respects with their terms and with all Legal Requirements. There has occurred no non‑exempt “prohibited transaction” (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility (as defined in Sections 404 and 405 of ERISA) and covers with respect to the TCBI Employee Plans that are reasonably expected to result in a Material Adverse Change. All contributions, premiums or other payments required by law or by any employee or former employee TCBI Employee Plan that are due as of the Seller date of this Agreement have been made by the due date thereof. There exists no basis upon which TCBI would be expected to be subject to any penalties or any affiliate assessable payments under Section 4980D or under which the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the "Employee Plans." None 4980H of the Employee Plans would, individually Code or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) 502 of ERISA, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISA, nor has TCBI 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 its Subsidiaries received any trust described in Section 501(c)(9) of correspondence from the Code. It is understood and agreed IRS or other Governmental Authority indicating that Buyer is not assuming any Employee Plans such penalties 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 assessable payments are or could 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" 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 Datedue.

Employee Benefit Plans. The Seller (a) Company has provided and/or identified on Schedule 4.16 previously made available to Parent copies of current documents constituting of each "“employee benefit plan," ” as defined in Section 3(3) of ERISA, of which Company, any of its Subsidiaries or any member of the same controlled group of corporations, trades or businesses as Company within the meaning of Section 4001(a)(14) of ERISA (“ERISA Affiliates”) is a sponsor or participating employer or as to which (i) Company, any of its Subsidiaries 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 retired, of Company, any time during the last 5 years maintained, administered or contributed to by the Seller of its Subsidiaries 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 Form 11-K, if applicable) and covers a 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." ,” and are listed in Section 4.20(a) of the Company Disclosure Letter. None of the Employee Plans wouldCompany, individually its Subsidiaries or collectivelyany ERISA Affiliate has ever sponsored, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitation, maintained or been obligated to contribute to a "“multiemployer plan," as defined in ” 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, . Each Employee Plan that is intended to be qualified in form and no operation under Section 401(a) of the Code has received a favorable determination letter from the IRS and the associated trust for each such Employee Plan is maintained in connection with exempt from tax under Section 501(a) of the Code and Company knows of no fact that would materially adversely affect the qualified status of any trust described in such Employee Plan. No event has occurred that will subject such Employee Plans to a material amount of tax under Section 501(c)(9) 511 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 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 subjectapplicable provisions of ERISA, 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 ERISAall other applicable laws have been made, 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 except to the extent that the Seller and such amendments that would retroactively cover 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 period prior to the Closing DateEffective Time of the Merger are not required to be adopted prior to the Effective Time of the Merger.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in (A) Section 3(33.27(A) of ERISA which (i) is subject the Schedules lists all Employee Benefit Plans, arrangements or agreements providing benefits or compensation to any provision current or former employees, directors or consultants of ERISA and (ii) CFG or any other Entity that, together with CFG, is or was at any time during the last 5 six (6) years maintained, administered preceding date hereof was deemed a single employer within the meaning of Section 414 of the Code (an “ERISA Affiliate”) that are sponsored or contributed to maintained by the Seller CFG or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers its ERISA Affiliates or to which CFG or any employee of its ERISA Affiliates contributes or is obligated to contribute on behalf of current or former employee employees, directors or consultants of the Seller CFG or any affiliate of its ERISA Affiliates or under with respect to which the Seller CFG or any affiliate of its ERISA Affiliates has any liability. Such plans are referred to collectively herein as , including any employee welfare benefit plan within the "Employee Plans." None meaning of section 3(1) of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended (together with the rules and regulations promulgated thereunder, “ERISA”), determined without regard to whether such plan is subject to ERISA (whether written or collectively, constitute an "oral) any employee pension benefit plan" as defined in plan within the meaning of Section 3(2) of ERISA, includingdetermined without regard to whether such plan is subject to ERISA (whether written or oral), without limitationany employment, a "multiemployer consulting or independent contractor agreement, any collective bargaining agreement, employee stock ownership, bonus, incentive, deferred compensation, supplemental retirement plan," as defined in Section 3(37) , stock purchase, stock option, and other equity or equity-based compensation plan or agreement, severance, retention or change of ERISA, control or a "defined fringe benefit plan and each other compensation or benefit plan," as defined in Section 3(35, fund, policy, program, agreement, arrangement or scheme (whether written or oral) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) (each of the Codeforegoing, an “CFG Employee Plan”). It There is understood and agreed that Buyer is not assuming no pending or, to the Knowledge of CFG, threatened Proceeding relating to any CFG Employee Plan. All of the CFG Employee Plans or liabilities associated therewith, comply 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 have 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 administered in all material respects with their terms and all requirements imposed thereunder, and under Parts 6 and 7 of Title I Legal Requirements. There has occurred no “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 planCFG Employee Plan that is likely to result in the imposition of any penalties or Taxes upon CFG or any of its Subsidiaries under Section 502(i) of ERISA or Section 4975 of the Code. There has All contributions, premiums or other payments required under the terms of all CFG Employee Plans and all Legal Requirements have been no amendment to, written interpretation or announcement (whether or not written) made 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 Datedue date thereof.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Section 3.3(o) of the Company Disclosure Letter contains a complete list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, employment, termination, severance, medical, health and other 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 ("ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto in respect to any present or former directors, officers, or other employees of the Company or any of its Subsidiaries (hereinafter referred to collectively as the "Employee Plans"). (i) is subject to All of the Employee Plans comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws; neither the Company nor 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 its Subsidiaries has engaged in a "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) with respect to any Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject the Company to a material tax or penalty imposed by either Section 4975 or 4976 of the Code or Section 502 of ERISA; and all contributions required to be made under the terms of any Employee Plan have been timely made or have been reflected on the balance sheets contained or incorporated by reference in the Reports; (ii) no liability to the Pension Benefit Guaranty Corporation (the "PBGC") (except for payment of premiums) has been incurred, and no condition exists that presents a material risk to the Company or any ERISA Affiliate (as defined below) of incurring such a liability, with respect to any Employee Plan which is subject to Title IV of ERISA ("Pension Plan"), or with respect to any "single-employer plan" (as defined in Section 4001(a)(15) of ERISA) and covers currently or formerly maintained by the Company or any employee entity (an "ERISA Affiliate") which is considered one employer with the Company under Section 4001 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 Plan"); and no proceedings have been instituted to terminate any Pension Plan or ERISA Affiliate Plan; (iii) no Pension Plan or ERISA Affiliate 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 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 Pension Plan or ERISA Affiliate Plan as of the end of the most recent plan year with respect to the respective Pension Plan or ERISA Affiliate Plan ending prior to the date hereof, includingcalculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Pension Plan or ERISA Affiliate Plan prior to the date hereof, without limitation, and there has been no material change in the financial condition of any such Pension Plan or ERISA Affiliate Plan since the last day of the most recent plan year; 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 Pension Plan or ERISA Affiliate Plan within the 12-month period ending on the date hereof; (iv) neither the Company nor any ERISA Affiliate has provided or is required to provide security to any Pension Plan or to any ERISA Affiliate Plan pursuant to Section 401(a)(29) of the Code; (v) neither the Company 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; (vi) each Employee Plan which is an "defined employee pension benefit plan," (as defined in Section 3(353(2) and subject to Title IV of ERISA), and no Employee Plan which is maintained in connection with any trust described in intended to be qualified under Section 501(c)(9401(a) of the Code. It , has received a favorable determination letter from the Internal Revenue Service deeming such plan to be so qualified (a "Qualified Plan"); and no condition exists that is understood and agreed that Buyer is not assuming likely to result in revocation of any such favorable determination letter; (vii) all Employee Plans covering current or liabilities associated therewithformer non-U.S. employees comply in all material respects with applicable local law, 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 there 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 no material unfunded liabilities with respect to any Employee Plan maintained which covers such employees; (viii) there is no pending or threatened material litigation, administrative action or proceeding relating to any Employee Plan (other than benefit claims made in the ordinary course); (ix) there has been no announcement or commitment by the Seller. The Seller has no liability in respect of post-retirement Company or any Subsidiary to create an additional Employee Plan, or to amend an Employee Plan except for amendments required by applicable law; (x) the Company and its Subsidiaries do not have any obligations for retiree health and medical life benefits for retired employees of the Seller or under any affiliate, determined using assumptions that are reasonable Employee Plan except as set forth 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(h3.3(o) of the Code). The Seller has reserved its Company's Disclosure Letter, and there are no such Employee Plans that cannot be amended or terminated without incurring any liability thereunder; (xi) except as set forth in Section 3.3(o) of the Company Disclosure Letter, neither the execution and delivery of this Plan nor the consummation of the transactions contemplated herein will automatically accelerate, or give the Company or any Subsidiary the right to amend accelerate, the time of payment or terminate vesting, or increase the amount, of compensation due to any employee; (xii) except as specificially identified in Section 3.3(o) of the Company Disclosure Letter, and subject to the conditions, limitations and assumptions specified therein, neither the execution and delivery of this Plan nor the consummation of the transactions contemplated hereby will result in any payment or series of payments by the Company or any Subsidiary of the Company to any person which is an "excess parachute payment" (as defined in Section 280G of the Code) under any Employee Plan Plan, increase or secure (by way of a trust or other benefit arrangement providing health vehicle) any benefits or medical benefits in respect compensation payable under any Employee Plan, or accelerate the time of any active employee of the Seller under the terms payment or vesting of any such plan benefit or compensation, and descriptions thereof given to employees. With (xiii) with respect to any each Employee Plans which are "group health plans" under Section 4980B Plan, the Company has supplied to the Acquiror a true and correct copy, if applicable, of (A) the two most recent annual reports on the applicable form of the Code Form 5500 series filed with the Internal Revenue (the "IRS"), (B) such Employee Plan, including all amendments thereto, (C) each trust agreement and Section 607(linsurance contract relating to such Employee Plan, including all amendments thereto and the most recent financial statements thereof, (D) the most recent summary plan description for such Employee Plan, including all amendments thereto, if the 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 and any affiliate have no (and will not incur any) loss, assessment, tax penalty most recent actuarial report 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 valuation if such Employee Plan above is a Pension Plan, (F) the level of most recent determination letter issued by the expense incurred in respect thereof for IRS if such Employee Plan is a Qualified Plan and (G) the fiscal year ended immediately prior most recent financial statements and auditor's report relating to the Closing Dateeach Employee Plan, if applicable.

Employee Benefit Plans. The Except as set forth in the Schedule 6.22, the Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which is not a party to or obligated to contribute to: (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. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in (a) Section 3(33.15(a) of ERISA which the Seller Disclosure Letter sets forth a correct and complete list as of the date hereof of (i) is subject each material Seller Benefit Plan applicable to any provision employees of ERISA Seller and its Affiliates at a global level, (ii) is each material Acquired Company Benefit Plan covering Business Employees who are primarily based in the United Kingdom and (iii) each Acquired Company Benefit Plan (marked with an asterisk) or was at any time during material Seller Benefit Plan in the last 5 years maintainedpossession of, administered or contributed reasonably accessible to by (without the Seller or any affiliate (as defined in need for inquiry to anyone not listed on Section 407(d)(71.1(e) of ERISA) and covers any employee or former employee of the Seller Disclosure Letter or so listed but not designated as having knowledge of human resources matters), 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 individual listed on 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)(91.1(e) of the CodeSeller Disclosure Letter and designated as having knowledge of human resources matters. It is understood Correct and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that complete copies of 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 plan documents (and all statutesamendments or modifications thereto), ordersto the extent applicable, rules of the Acquired Company Benefit Plans and regulations, including but not limited to, ERISA and the Code, which are applicable Seller Benefit Plans required to such Plan. No assets be set forth on Section 3.15(a) of the Seller are Disclosure Letter pursuant to clause (i) or could be subject(ii) have been made available to Buyer, directly and correct and complete copies of any of the plan documents (and all amendments or indirectlymodifications thereto), to any liability or lien by reason the extent applicable, of any action or inaction taken with respect the Acquired Company Benefit Plans and Seller Benefit Plans required 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 be set forth on Section 3.15(a) of the Seller or any affiliate, determined using assumptions Disclosure Letter pursuant to clause (iii) that are reasonable in within the aggregate, over the fair market value control of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to an individual listed on Section 401(h1.1(e) of the Code)Seller Disclosure Letter hand designated as having knowledge of human resources matters have been made available to Buyer. The For the avoidance of doubt, no individual employment agreement with any Business Employee shall constitute a Seller has reserved its right to amend or terminate any Employee Benefit Plan or other benefit arrangement providing health or medical benefits in respect an Acquired Company Benefit Plan for purposes 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 this 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 Date3.15(a).

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3(a) of ERISA which (i) is subject to any provision of ERISA and (ii) is A Reportable Event 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 ERISAReportable Events, or a "defined benefit plan," as defined in failure to make a required installment or other payment (within the meaning of 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)(9412(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 $50,000,000 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 7.3(d) hereof, Administrative Agent shall have notified Borrower in writing that (i) Determining 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 $50,000,000; 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 $50,000,000; 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 $50,000,000.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to any provision of ERISA and result in a Material Adverse Effect; or (ii) is there exists any fact or was circumstance that would reasonably be expected to result in the imposition of a Lien or security interest under Section 430(k) of the Code or under ERISA; then, and in every such event (other than an event with respect to the Borrower described in clause (g)), and at any time thereafter during the last 5 years maintainedcontinuance of such event, administered the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or contributed all of the following actions, at the same or different times: (i) terminate forthwith the Commitments and any obligation of the L/C Issuers to make L/C Credit Extensions; Article I declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees, other amounts payable and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Seller Borrower, anything contained herein or in any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of other Loan Document to 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 contrary notwithstanding; Article I require that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating Borrower Cash Collateralize the L/C Obligations (in such Employee Plans. Each Employee Plan has been maintained an amount equal to the then Outstanding Amount thereof); and 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 event with respect to the Borrower described in clause (g), the Commitments and any Employee Plan maintained obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees, other amounts payable and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Seller. The Seller has no liability Borrower, anything contained herein or in respect of post-retirement health any other Loan Document to the contrary notwithstanding and medical benefits for retired employees the obligation of the Seller Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective; and Article I the Administrative Agent and the Collateral Agent shall have the right to take all or any affiliateactions and exercise any remedies available under the Loan Documents or applicable law or in equity. Notwithstanding anything to the contrary, determined using assumptions that if the only Events of Default then having occurred and continuing 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 failure to observe the Financial Covenant, the Administrative Agent shall only take the actions set forth in this Section 401(h) 7.01 at the request of the CodeRequired Revolving Credit Lenders (as opposed to Required Lenders). 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. The Seller has provided and/or identified on Schedule 4.16 (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. The All Employee Plans and Compensation Arrangements, excluding employment agreements, providing benefits either to Employees or to former Employees whose employment terminated since January 1, 2002 ("System Plans") are listed in Schedule 4.17(a) and accurate summaries of any such plans or arrangements have been furnished to Buyer. Except as disclosed in Schedule 4.17(a), there is no Employee Plan or Compensation Arrangement or any amendment to an existing Employee Plan or Compensation Arrangement that will affect the benefits of Employees or former Employees and that is to become effective after the date of this Agreement. Each Employee Plan and Compensation Arrangement has been established, maintained, funded, operated and administered in all material respects in accordance with its own terms, the terms of any applicable collective bargaining agreement and, where applicable, ERISA, the IRC, and any other applicable Legal Requirement. No lien has arisen or, to the Knowledge of Sellers is reasonably expected to arise on the assets of any Seller or any ERISA Affiliate, under Section 412 of the IRC or Section 302 of ERISA in favor of the Pension Benefit Guaranty Corporation or any Employee Plan. No Seller or ERISA Affiliate is contributing to, is required to contribute to, or has provided and/or identified on Schedule 4.16 each contributed within the last six (6) years to, any Multiemployer Plan, and no Seller or ERISA Affiliate has incurred within the last six (6) years, or reasonably expects to incur, any "employee benefit planwithdrawal liability," as defined in under Section 3(34201 et seq. of ERISA. No Seller or Affiliate of a Seller is aware of the existence of any governmental inspection, investigation, audit or examination of any Employee Plan or Compensation Arrangement or of any facts which would lead it to believe that any such governmental inspection, investigation, audit or examination is pending or threatened. There exists no action, suit or claim (other than routine claims for benefits) of ERISA which (i) is subject with respect to any provision Employee Plan or Compensation Arrangement pending or, to Sellers' Knowledge, threatened against any such plan or arrangement, and Sellers possess no Knowledge of ERISA and (ii) is any facts which could give rise to any such action, suit or was at claim. There have been no Prohibited Transactions with respect to any time during Employee Plan or Compensation Arrangement. To the last 5 years maintainedKnowledge of Sellers, administered or contributed to by the Seller no Fiduciary has any liability for breach of fiduciary duty or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee other failure to act 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 comply in connection with any trust described in Section 501(c)(9) the administration or investment of the Code. It is understood and agreed that Buyer is not assuming assets of any Employee Plans 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 any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such PlanCompensation Arrangement. No assets of the Seller are condition or event exists or is expected to occur that could be subject, directly or indirectly, any Seller or ERISA Affiliate to any liability material liability, contingent or lien by reason otherwise, or the imposition of any action Encumbrance on the assets of any Seller or inaction taken ERISA Affiliate under the IRC or Title IV of ERISA whether to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, or any other Person. No Employee Plan ever has incurred an "accumulated funding deficiency," as such term is defined in Section 302(a)(2) of ERISA and Section 412(a) of the IRC, whether or not waived, and each Employee Plan otherwise always has fully met the funding standards required under Title I of ERISA and Section 412 of the IRC. No "reportable event," as that term is defined in Section 4043(c) of ERISA, has occurred or is reasonably expected to occur with respect to any Employee Plan maintained by the SellerPlan. The Seller has There are 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 unfunded liabilities with respect to any Employee Plans which are Plan, i.e., the actuarial present value of all "group health plansbenefit liabilities" (determined within the meaning of Section 401(a)(2) of the IRC) under each Employee Plan, whether or not vested, does not exceed the current value of the assets of such Employee Plan. All contributions, premiums or payments accrued, in whole or in part, under each Employee Plan or Compensation Arrangement or with respect thereto as of the Closing will be paid by Sellers, on or prior to Closing or, if later, within the time period permitted by ERISA and the IRC. Each Employee Plan that is intended to meet the requirements of a "qualified plan" under Section 4980B 401(a) of the Code IRC has received a determination from the Internal Revenue Service that such Employee Plan is so qualified and Section 607(l) nothing has occurred since the date of ERISAsuch determination that could reasonably be expected to adversely affect the qualified status of any such Employee Plan. Sellers do not maintain, there has been timely compliance contribute to or have an obligation to contribute to, or have any liability or potential liability with respect to, any employee benefit plan providing health or life insurance or other welfare-type benefits for current or future retired or terminated directors, officers or employees of Sellers other than in accordance with COBRA. Sellers and all ERISA Affiliates have complied 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 DateCOBRA.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Except as disclosed in the MBI SEC Reports or as disclosed in Section 4.9 of the MBI Disclosure Schedule, there are no material employee benefit or compensation plans, agreements or arrangements, including "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 ERISA, and 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, plans, agreements or arrangements relating to former employees, including retiree medical plans, maintained by MBI or any of its subsidiaries or any entity which is under "common control" with MBI within the meaning of Section 4001 of ERISA and ("Controlled Entity") or material collective bargaining agreements to which MBI or any of its subsidiaries is a party (together, the Code"Benefit Plans"). To MBI's best knowledge, 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 no default exists with respect to any Employee Plan maintained by the Seller. The Seller has no liability in respect obligations of post-retirement health and medical benefits for retired employees of the Seller MBI or any affiliateof its subsidiaries under any such Benefit Plan, determined using assumptions that are reasonable which default, either alone or in the aggregate, over the fair market value would have an MBI Material Adverse Effect. Since January 1, 1999, there have been no disputes or grievances subject to any grievance procedure, unfair labor practice proceedings, arbitration or litigation under such MBI Benefit Plans, which have not been finally resolved, settled or otherwise disposed of, nor is there any default, or any condition which, with notice or lapse of any fundtime or both, reserve or other assets segregated for the purpose of satisfying would constitute 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 a default, under the terms of any such plan and descriptions thereof given MBI Benefit Plans, by MBI or its subsidiaries or, to employeesMBI's best knowledge, any other party thereto, which failure to resolve, settle or otherwise dispose of or default, either alone or in the aggregate, would have an MBI Material Adverse Effect. With respect to any Employee Plans which are "group health plans" under Section 4980B of the Code and Section 607(l) of ERISASince January 1, 1999, there has have been timely compliance in all material respects with all requirements imposed thereunderno strikes, and under Parts 6 and 7 lockouts or work stoppages or slowdowns, or to the best knowledge of Title I of ERISA generallyMBI, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty jurisdictional disputes or other sanction organizing activity occurring or threatened with respect to the business or operations of MBI or its subsidiaries which have had or would have an MBI Material Adverse Effect. MBI has made available to Palatin true, complete and correct copies of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan, (ii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required and (iii) each plan document, trust agreement and group annuity or insurance contract related 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 DateBenefit Plan.

Employee Benefit Plans. (a) The Seller has provided and/or identified on Schedule 4.16 Ameriana Bancorp Disclosure Letter contains a list identifying each "“employee benefit plan," ” as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which (i) is subject to any provision of ERISA ERISA, and (ii) is or was at any time during the last 5 years currently maintained, administered or contributed to by the Seller Ameriana Bancorp or any affiliate entity, trade or business that, together with Ameriana Bancorp, would be treated as a single employer under the provisions of Sections 414(b), (c), (m) or (o) of the Code (“Ameriana Bancorp ERISA Affiliate”), and covers any employee, director or former employee or director of Ameriana Bancorp or any Ameriana Bancorp ERISA Affiliate under which Ameriana Bancorp or any Ameriana Bancorp ERISA Affiliate has any liability. The Ameriana Bancorp Disclosure Letter also contains a list of all “employee benefit plans” as defined under ERISA which have been terminated by Ameriana Bancorp or any Ameriana Bancorp ERISA Affiliate since January 1, 2010. Copies of such plans (and, if applicable, related trust agreements or insurance contracts) and all amendments thereto and written interpretations thereof have been furnished to First Merchants together with the three (3) most recent annual reports (Form 5500) prepared in connection with any such plan and the current summary plan descriptions (and any summary of material modifications thereto). Such plans are hereinafter referred to individually as an “Employee Plan” and collectively as the “Employee Plans.” The Employee Plans which individually or collectively would constitute an “employee pension benefit plan” as defined in Section 407(d)(73(2)(A) of ERISA) and covers any employee or former employee of ERISA are identified as such in the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are list referred to collectively herein as the "Employee Plansabove." 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. (a) The Seller has provided and/or identified on Schedule 4.16 Borrower and each "employee benefit plan," as defined of its ERISA Affiliates is 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 the applicable provisions of ERISA generally, so that and the Seller Code and any affiliate have no (the regulations and will not incur any) loss, assessment, tax penalty or other sanction published governmental interpretations thereunder. No Reportable Event has occurred with respect to any Plan (other than Plans which have been terminated and as to which the Borrower and its ERISA Affiliates do not have any significant remaining obligations or liabilities in connection therewith) as to which the Borrower or any of its ERISA Affiliates was required to file a report with the PBGC, and the present value of all benefit liabilities under each Plan maintained by the Borrower or any of its ERISA Affiliates (based on those assumptions used to fund such planPlan) did not, as of the last annual valuation date applicable thereto, exceed by a material amount the value of the assets of such Plan. There has been no amendment toProhibited Transaction with respect to any employee benefit plan subject to ERISA, written interpretation including any Plan or announcement (whether to Borrower's knowledge any Multiemployer Plan or not writtenMultiple Employer Plan, which could result in any material liability to the Borrower or an ERISA Affiliate. No Plan has incurred an "accumulated funding deficiency" within the meaning of Section 412(a) by the Seller or any affiliate relating to, sought or change in employee participation obtained a waiver under Section 412(d)(1) or coverage under, any Employee Plan which would increase the expense an extension of maintaining such Employee Plan above the level time under Section 412(e) of the expense Code. No suit, action or other litigation or investigation or a claim (excluding claims for benefits incurred in the ordinary course of Plan activities) has been threatened or brought against or with respect thereof to any Plan. To the best of the knowledge of the Borrower and each of its ERISA Affiliates (i) no payment required to be made under any Plan would be nondeductible under Section 280G of the Code, and (ii) in the case of each Plan intended to qualify under Section 401(a) of the Code, all amendments to such Plan required for the fiscal year ended immediately prior to the Closing Datecontinuing qualification of such Plan have been approved and adopted.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3(a) of ERISA which (i) is subject to any provision of ERISA and (ii) is A Reportable Event 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 ERISAReportable Events, or a "defined benefit plan," as defined in failure to make a required installment or other payment (within the meaning of 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)(9412(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 by the Seller. The Seller has no or Plans that is expected to result in 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 fundBorrower to the PBGC or to an Employee Plan in an aggregate amount exceeding $1,000,000 and, reserve within 30 days after the reporting of any such Reportable Event to Administrative Agent or other assets segregated for after the purpose receipt by Administrative Agent of satisfying such liability (including for such purposes any fund established a statement required pursuant to Section 401(h7.1(f), Administrative Agent shall have notified such 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 PBGC, or the appointment by the appropriate United States district court of a trustee to administer such Employee Plan or Plans or the imposition of a Lien pursuant to section 412(n) of the Code). The Seller Code in favor of an Employee Plan and (ii) as a result thereof, an Event of Default exists hereunder; or (b) any 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) any Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that is has incurred withdrawal liability (within the meaning of section 4201 of ERISA to such Multiemployer Plan), (ii) such 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) any 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 any 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. The Effective as of the Closing, Seller has shall cause the Acquired Companies to cease to sponsor or constitute a participating employer in all Seller Employee Benefit Plans and, except as otherwise provided and/or identified on Schedule 4.16 each "employee benefit plan," in this Section 10.1, as defined of the Closing Date all Transferred Employees will cease to accrue benefits under and participate as active participants in all Seller Employee Benefit Plans. Except as specifically provided in this Section 10.1 or in Section 3(3) of ERISA which (i) is subject to 1.4(c)(ii), Seller shall remain solely responsible for any provision of ERISA and (ii) is all Liabilities and obligations arising under, in connection with 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 respect 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 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 all rights and entitlements under such plans of all current and former employees employed in connection with any trust described in Section 501(c)(9) the Business (including the rights and entitlements of the Code. It is understood Business Employees and agreed that Buyer is not assuming Acquired Company Employees thereunder) and neither Purchaser nor any Employee Plans of its Subsidiaries (including, after the Closing Date, the Acquired Companies) shall have any responsibility 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 obligation in respect of any active employee such plan. Effective as of the Seller under the terms of any such plan Closing Date, and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under except as otherwise provided in this Section 4980B 10.1, Purchaser and its Subsidiaries (including, as of the Code Closing Date, the Acquired Companies) shall be solely responsible for any and Section 607(lall Liabilities and obligations arising under, in connection with or in respect of the Acquired Company Plans and neither Seller nor any of its Subsidiaries (other than the Acquired Companies) shall have any responsibility or obligation in respect 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 Except as set forth in Section 1.2, no amendment to, written interpretation assets held in trust for any Seller Employee Benefit Plan will be transferred to Purchaser or announcement (whether to any employee benefit plan adopted or not written) maintained by the Seller Purchaser 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 Dateits Subsidiaries.

Employee Benefit Plans. The Seller has provided and/or identified on (a) Schedule 4.16 each "5.17 lists all employee benefit plan," plans (as defined in Section 3(3) of ERISA which (iERISA) is subject to and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any provision of ERISA and (ii) is current employment or was at any time during the last 5 years maintained, administered executive compensation or severance agreements written or otherwise maintained or contributed to by or for the Seller benefit of or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers relating to any employee or former employee of the Seller Operating Company or Stellar Propane or any affiliate trade or business (whether or not incorporated) that is a member of a controlled group including the Operating Company or Stellar Propane or that is under common control with the Operating Company or Stellar Propane within the meaning of Section 414 of the Code (an “ERISA Affiliate”), to the extent that the Operating Company, Stellar Propane or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, as well as each plan with respect to which the Seller Operating Company, Stellar Propane or any affiliate an ERISA Affiliate could incur liability under Section 4069 of ERISA (if such plan has any liability. Such plans are referred to collectively herein as the "Employee Plans." None been or was terminated) or Section 4212(c) of the Employee Plans would, individually or ERISA (collectively, constitute an "employee pension benefit plan" the “Benefit Plans”). Except as defined in Section 3(2) of ERISAset forth on Schedule 5.17, 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 no Benefit Plan 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 None of the Operating Company, Stellar Propane or any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to any Benefit Plan (other than with respect to contributions required thereunder) that, individually or in the aggregate, 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 has a Material Adverse Effect; each Benefit Plan has been maintained in compliance all material respects in accordance 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 applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason ; and there has been no violation of any action reporting or inaction taken with respect to any Employee Plan maintained disclosure requirement imposed by ERISA or the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller Code that, individually or any affiliate, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve is or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant has a Material Adverse Effect. Each Benefit Plan intended to be qualified under Section 401(h401(a) of the Code), and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. The Seller For each Benefit Plan that has reserved its right received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits adversely affect such qualified status. No “party in respect interest” (as defined in Section 3(14) of ERISA) of any active employee Benefit Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Seller Code or Section 406 of ERISA and not exempt under Section 4975 of the terms Code or Section 408 of ERISA (or any such plan and descriptions thereof given to employeesadministrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plans which are "group health plans" Benefit Plan, (i) none of the Operating Company, Stellar Propane or any ERISA Affiliate has had asserted against it any claim for Taxes under Section 4980B Chapter 43 of Subtitle D of the Code and Section 607(l5000 of the Code, or for penalties under ERISA Section 502(c), (i) or (l), nor, to the Knowledge of ERISAthe Sellers, is there has been timely compliance in all material respects with all requirements imposed thereundera basis for any such claim, and under Parts 6 and 7 (ii) no officer, director or employee of the Sellers, the Operating Company or Stellar Propane has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA generallyERISA. Other than routine claims for benefits, so that there is no claim or proceeding (including any audit or investigation) pending or, to the Seller and Knowledge of the Sellers, threatened, involving any affiliate have no (and will not incur any) lossBenefit Plan by any Person, 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 IRS, the United States Department of Labor or any affiliate relating toother Governmental Authority against such Benefit Plan or the Operating Company, Stellar Propane 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 Affiliate.

Employee Benefit Plans. The Seller 4.20.1. BCS has provided and/or identified on Schedule 4.16 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. The Seller has provided and/or identified Except as set forth on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA the Disclosure Schedule, neither the Clinic nor any other entity, whether or not incorporated, which (i) is subject deemed 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 be under common control (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee 414 of the Seller Code 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 4001(b) of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended (“ERISA”), with the Clinic (“Commonly Controlled Entity”) maintains or collectively, constitute an "contributes to any employee pension benefit plan" plan (as defined in Section 3(2) of ERISA) that is a defined contribution plan described in Section 3(34) of ERISA or Section 414(i) of the Code, includingor that is a defined benefit plan described in Section 3(35) of ERISA or Section 414(j) of the Code, without limitationand that gives, or will give, rise to any liability of the Clinic for (i) any premium payments due under Section 4007 of ERISA with respect to any such defined benefit plan, or (ii) any unpaid minimum funding contributions that would result in the imposition of a "lien on any assets of the Clinic pursuant to Section 412(c)(11) of the Code or Section 302(c)(11) of ERISA. Neither the Clinic nor any Commonly Controlled Entity sponsors or sponsored, or maintains or maintained, any defined benefit plan (described in the immediately preceding sentence) that has been, or will be, terminated in a manner that would result in any liability of the Clinic to the Pension Benefit Guaranty Corporation or that would result in the imposition of a lien on any assets of the Clinic pursuant to Section 4068 of ERISA. At no time during the five (5) consecutive year period immediately preceding the first day of the year in which the Closing Date occurs has the Clinic or any Commonly Controlled Entity participated in or contributed to any multiemployer plan," as plan defined in Section 3(374001(a)(3) of ERISA, or Section 414(f) of the Code, nor to the best of the Physician Parties’ knowledge during such period has the Clinic or any Commonly Controlled Entity had an obligation to participate in or contribute to any such multiemployer plan. Except as set forth on the Disclosure Schedule, the Clinic is not obligated under any agreement or other arrangement pursuant to which compensation or benefits will become payable as a "defined result of the consummation of the transactions contemplated in this Asset Purchase Agreement. To the best of the Physician Parties’ knowledge neither the Clinic nor any of its respective directors, officers, employees or agents, has, with respect to any employee benefit plan," plan (as defined in Section 3(353(3) and subject to Title IV of ERISA), and no Employee Plan that 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 established by any and all statutes, orders, rules and regulations, including but not limited or contributed 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 which costs or liabilities are accrued by the Seller. The Seller has no liability in respect of post-retirement health and medical benefits for retired employees each of the Seller Clinic engaged in any conduct that would result in any material taxes or any affiliatepenalties on prohibited transactions under Section 4975 of the Code or under Section 502(i) or (1) of ERISA or in breach of fiduciary duty liability under Section 409 of ERISA which, determined using assumptions that are reasonable in the aggregate, over could be material to the fair market value business, financial condition or results 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) operation of the Code). The Seller has reserved its right Clinic, and to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee the best of the Seller under Physician Parties’ knowledge no actions, investigations, suits or claims with respect to the terms fiduciaries, administrators or assets of any such employee benefit plan and descriptions thereof given (other than routine claims for benefits) is pending or threatened, which, in the aggregate, could reasonably be expected to employeesgive rise to material liability of the Clinic, or which could be material to the business, financial condition or results of operations of the Clinic. With respect The Clinic does not maintain a welfare benefit plan (as defined in Section 3(1) of ERISA) that provides for or promises retiree medical, disability or life insurance benefits to any Employee Plans current or former employee, officer or director of the Clinic other than “continuation coverage” required under the Comprehensive Omnibus Budget Reconciliation Act of 1985. To the best of the Physician Parties’ knowledge any and all plans, policies, programs or arrangements of the Clinic or any Commonly Controlled Entity which are "group health plans" under subject to Section 4980B of the Code have been and are in compliance with the requirements of 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 ERISA. The Clinic will not incur any) loss, assessment, tax penalty or other sanction remain fully liable with respect to all plans, programs, policies or other arrangements, including but not limited to any pension, profit-sharing, thrift or other retirement plan; deferred compensation; or any other pension benefit plan of any kind; stock ownership, stock purchase, performance share, bonus or other incentive plan; severance plan; disability, medical, dental, vision or other health plan; life insurance or death benefit plan; vacation, sick leave, holiday or other paid leave plan; cafeteria plan, medical flexible spending account reimbursement plan; dependent care plan; or any other welfare benefit plan of any kind; or any other benefit plan, policy, program or arrangement whether or not any such plan. There has been no amendment to, written interpretation policy, program or announcement (other arrangement is, or is intended to be, qualified under Section 401(a) of the Code, and whether or not written) by any such plan, policy, program or arrangement is subject to the Seller or any affiliate relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense provisions of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately ERISA prior to the Closing DateClosing, and the Purchaser will not be required to assume by law or under any form of any such plans, policies, programs or arrangements any of the liabilities for or under such plans, policies, programs or arrangements.

Employee Benefit Plans. The Seller (a) CompCore has provided and/or identified on set forth in the CompCore Disclosure Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject all employee benefit plans, (ii) all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar employee benefit plans, and (iii) all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of CompCore (individually, a "CompCore Employee Plan," and collectively, the "CompCore Employee Plans"). (b) With respect to any provision each CompCore Employee Plan, CompCore has made available to Xxxxx a true and correct copy of ERISA (i) such CompCore Employee Plan and (ii) is or was at any time during each trust agreement and group annuity contract, if any, relating to such CompCore Employee Plan. (c) With respect to 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 CompCore 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 individually 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 no event has occurred, and, to the fair market knowledge of CompCore, there exists no condition or set of circumstances in connection with which CompCore could be subject to any liability that would be reasonably likely to have a Material Adverse Effect on CompCore. (d) With respect to the CompCore Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the financial statements or books of CompCore, which obligations would be reasonably likely to have a Material Adverse Effect on CompCore. (e) Except as described in or contemplated by this Agreement, CompCore is not a party to any oral or written (i) union or collective bargaining agreement, (ii) agreement with any officer or other key employee of CompCore, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving CompCore of the nature contemplated by this Agreement, (iii) agreement with any officer of CompCore providing any term of employment or compensation guarantee or for the payment of compensation in excess of $100,000 per annum, or (iv) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any 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 which will be calculated on the basis of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employeestransactions contemplated by this Agreement. 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.3.18

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 Borrower, its Subsidiaries and each "employee benefit plan," as defined ERISA Affiliate are 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 thereunderERISA. There has been no Reportable Event with respect to any Employee Benefit Plan, and Multiemployer Plan or Guaranteed Pension Plan. There has been no institution of proceedings or any other action by PBGC, the Borrower, any of its Subsidiaries, or any ERISA Affiliate to terminate or withdraw or partially withdraw from any such Plan under Parts 6 and 7 any circumstances which could lead to material liabilities to PBGC or, with respect to a Multiemployer Plan, the "Reorganization" or "Insolvency" (as each such term is defined in ERISA) of Title I any such Plan. To the best of the Borrower's knowledge, no "prohibited transaction" (within the meaning of 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 has occurred with respect to any such planPlan, and neither the consummation of the transactions provided for in this Agreement and compliance by the Borrower, its Subsidiaries, and the Guarantor with the provisions hereof and the other Loan Documents, nor the consummation of the transactions provided for in the Mortgage Loan Documents and compliance by the Property Owner with the provisions thereof, will involve any prohibited transaction. There Section ful o ERISA Taxes. None of the Borrower, its Subsidiaries nor any ERISA Affiliate thereof is currently and the Borrower has been no amendment reason to believe that any such Person or any ERISA Affiliate will become subject to any liability (other than routine expenses or contributions relating to the Plans set forth on Schedule 6.17, if timely paid), tax or penalty whatsoever to any person whomsoever, which liability, tax or penalty is directly or indirectly related to any Plans set forth on Schedule 6.17 including, but not limited to, written interpretation any penalty or announcement (whether liability arising under Title I or not written) by Title IV of ERISA, any tax or penalty resulting from a loss of deduction under Sections 404 and 419 of the Seller Code, or any affiliate relating to, tax or change in employee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level penalty under Chapter 43 of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing DateCode, except such liabilities, taxes or penalties (when taken as a whole) as will not have a material adverse effect on such Person or upon its financial condition, assets, business, operations, liabilities or prospects.

Employee Benefit Plans. The Except as set forth on Schedule 3.26(b), the Seller has provided and/or identified on Schedule 4.16 each "no pension, retirement, stock purchase, stock bonus, stock ownership, stock option, profit sharing, savings, medical, disability, hospitalization, insurance, deferred compensation, bonus, incentive, welfare or any other employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA and (ii) is , policy, agreement, commitment, arrangement or was at any time during the last 5 years maintained, administered practice currently or previously maintained or contributed to by the Seller or for any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee its directors, officers, consultants, employees 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 employees (the "Employee Seller 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 previously made available to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect Purchaser (i) a true and complete copy of any active employee all of the Seller under the terms Plans (or, if oral, an accurate written summary thereof); (ii) a current summary plan description (plus summaries 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 subsequent modifications thereto) for each Seller Plan; (iii) 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 latest IRS determination letter obtained with respect to any Seller Plan qualified under Section 401 or 501 of the Internal Revenue Code of 1986, as amended (the "Code"); and (iv) Forms 5500 for the last three (3) plan years for each Seller Plan required to file such planform. There has been no amendment toExcept as set forth on Schedule 3.26(b), written interpretation or announcement (whether or not written) by none of the Seller Plans are subject to ERISA and except as set forth on Schedule 3.26(b), the Seller has not established, maintained, made or been required to make any affiliate relating contributions to, or change in employee participation or coverage underterminated, and has no liability with respect to, any Employee Plan "employee benefit plan" within the meaning of ERISA. The Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC") and no facts or circumstances exist which would increase the expense of maintaining such Employee Plan above the level might give rise to any liability of the expense incurred in respect thereof for the fiscal year ended immediately prior Seller to the Closing Date.PBGC or which could reasonably be anticipated to result in any claims being made against ABA, the Purchaser or the Seller by the PBGC. No facts or circumstances exist which might give rise to any liability of any Seller Plan to any other Person. The Seller has paid all amounts required under applicable law and any Seller Plan to be paid as a contribution to any Seller Plan through the date hereof. The Seller has set aside adequate reserves to meet contributions which are not yet due under any Seller Plan. Neither the Seller, the

Employee Benefit Plans. (a) SCHEDULE 3.24 sets forth a list of every stock option, stock purchase, stock appreciation right, bonus, incentive, deferred or current compensation, excess benefits, profit sharing, pension, thrift, savings, retirement, severance, sickness, accident, medical, disability, hospitalization, vacation, insurance or other plan or agreement which provides benefits to or for or on behalf of any one or more employees of the ADCS Group or any ADCS Group Subsidiary (including former employees) or their beneficiaries (collectively, "ADCS Group Employee Benefit Plans"). The Seller ADCS Group has provided and/or identified made available to the ATMI Group true, correct and complete copies of all ADCS Group Employee Benefit Plans, as in effect on Schedule 4.16 each "the date of this Agreement, all written descriptions or summaries thereof, all trust agreements or other funding arrangements (including insurance or group annuity contracts) relating thereto, all amendments thereto and all determination letters issued by the Internal Revenue Service with respect to such ADCS Group Employee Benefit Plans. (b) No 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")) exists which covers or is maintained for the benefit of any of the employees of the ADCS Group or any ADCS Group Subsidiary or to which the ADCS Group or any ADCS Group Subsidiary or any Holder is required to make contributions on account of any employees of the ADCS Group or any ADCS Group Subsidiary. (ic) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the ADCS Group, threatened against any ADCS Group Employee Benefit Plan, nor, to the knowledge of the ADCS Group, does any basis therefor exist. Each ADCS Group Employee Benefit Plan is subject to any provision in compliance in all material respects with all applicable requirements 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) Code 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 ERISAtheir regulations, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood other applicable laws and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, regulations 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 administered in compliance all material respects in accordance with its terms and with applicable legal requirements. 24 25 (d) With respect to each ADCS Group Employee Benefit Plan, (i) the requirements prescribed ADCS Group and each ADCS Group Subsidiary have performed or caused to be performed all obligations required to be performed under such ADCS Group Employee Benefit Plan (including, but not limited to, the making when due of all contributions required by the terms of such plan, by law, or by any collective bargaining agreement, or otherwise); (ii) the ADCS Group and each ADCS Group Subsidiary have complied in timely fashion with the terms of each ADCS Group Employee Benefit Plan and with all statutes, ordersrequirements of all laws, rules and regulationsregulations (including, including but not limited to, ERISA and the Code, ) which are applicable to each ADCS Group Employee Benefit Plan and each ERISA Plan, including, but not limited to, (1) the filing when due of all required returns, reports and other documents, and (2) compliance with all rules concerning notifications and disclosures to participants and beneficiaries under each such Plan. No assets plan; (iii) neither the ADCS Group nor any ADCS Group Subsidiary has engaged in any "prohibited transaction" within the meaning of Section 4975 of the Seller are Code or Section 406 of ERISA nor has committed any breach of fiduciary responsibility under ERISA (or has any knowledge that any other person has engaged in any such prohibited transaction or committed any such breach) which could be subject, directly subject the ATMI Group and/or the Surviving Corporation to an excise tax or indirectly, to other liability under ERISA or the Code; and (iv) neither the ADCS Group nor any liability ADCS Group Subsidiary is in default under or lien by reason in violation of (and has no knowledge of any action default or inaction taken with respect to violation by 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(hperson of) 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 ADCS Group Employee Benefit Plan. (e) Except as set forth on SCHEDULE 3.24, (i) no employee pension benefit plan and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under (as defined in Section 4980B of the Code and Section 607(l3(2)(A) of ERISA) which is sponsored by any member of the "controlled group" (as defined in Section 4001(a)(14) of ERISA) which includes the ADCS Group, any ADCS Group Subsidiary or any Holder (the "ADCS Controlled Group") has been terminated since September 2, 1974; (ii) no proceeding has been initiated to terminate any such employee pension benefit plan; (iii) there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 no "reportable event" (within the meaning of Title I Section 4043(c) of ERISA generally, so that the Seller and any affiliate have no (and will not incur anyERISA) loss, assessment, tax penalty or other sanction with respect to any such employee pension benefit plan. There , other than those with respect to which the requirement of thirty (30) days' notice, whether in advance of the event or following the event, to the Pension Benefit Guaranty Corporation ("PBGC") has been waived by regulation; (iv) no amendment excise or other taxes (or interest or penalties with respect thereto) are due or owing with respect to any such employee pension benefit plan because of any failure to comply with the minimum funding standards of ERISA or for failing to comply with any other applicable requirement under ERISA or the Code; (v) all contributions to any such employee pension benefit plan have been made within the time provided by law; (vi) at no time during the last five (5) years has the ADCS Group or any ADCS Group Subsidiary or any member of the ADCS Controlled Group been a party to, written interpretation or announcement been required to make any contribution to, a "Multiemployer Plan" (as defined in Section 3(37) of ERISA), nor has the ADCS Group or any ADCS Group Subsidiary or any member of the ADCS Controlled Group made a complete or partial withdrawal from a Multiemployer Plan as a result of which any withdrawal liability has been or will be incurred by any of them; (vii) neither the ADCS Group or any ADCS Group Subsidiary nor any member of the ADCS Controlled Group has incurred any liability to the PBGC other than for the payment of annual premiums (and no such premium payments are currently due and owing); and 25 26 (viii) neither the ADCS Group or any ADCS Group Subsidiary nor any member of the ADCS Controlled Group has entered into any transaction within the past five (5) years the purpose of which is to evade liability under Title IV of ERISA. (f) No ADCS Group Employee Benefit Plan (other than one which is an employee pension benefit plan within the meaning of Section 3(2)(A) of ERISA) provides benefits (including, without limitation, death, health or medical benefits, whether or not writteninsured) with respect to current or former employees of the ADCS Group or any ADCS Group Subsidiary beyond their retirement or other termination of service with the ADCS Group or any ADCS Group Subsidiary, other than (i) coverage mandated by applicable law, (ii) deferred compensation benefits which have been accrued as liabilities on the books of the ADCS Group or any ADCS Group Subsidiary, (iii) benefits the full cost of which is borne by the Seller current or former employees (or their beneficiaries), (iv) benefits which have already been satisfied in full or (v) death benefits under 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 pension plan to the Closing Dateextent set forth in Schedule 3.24 hereto. 3.25.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each 4.1(p) sets forth a true, correct and complete list of all "employee benefit plan,plans" as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (the "Benefit Plans") covering the employees of CCCI (the "Employees"). Each Benefit Plan is in compliance in all material respects with all applicable provisions of law, including ERISA which and the Code. There are no pending or, to the knowledge of CCCI or its subsidiaries, threatened claims against any Benefit Plan (iexcept for claims for benefits payable in the normal operation of the Benefit Plans) is subject that could give rise to any provision of ERISA material liability to CCCI or its subsidiaries. All material reports, notices and (ii) returns required to be filed with any governmental agency or provided to any person or entity with respect to the Benefit Plans have been timely filed. Each Benefit Plan that 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" plan (as defined in Section 3(2) of ERISA, including, without limitation, ) (a "multiemployer plan,Retirement Plan") and the related trusts have received a determination from the Internal Revenue Service that the Plan is qualified and exempt from federal income tax under Sections 401(a) and 501(a), respectively, of the Code. No person has engaged in a "prohibited transaction" with respect to any Retirement Plan (as that term is defined in Section 4975 of the Code and Section 406 of ERISA), which could subject CCCI to a penalty tax imposed by Section 4975 of the Code. All contributions required to be made to each Retirement Plan have been timely made and no plan has an "accumulated funding deficiency" within the meaning of Section 412 of the Code. No Retirement Plan subject to Title IV of ERISA has incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") other than for the payment of premiums, all of which have been paid when due. Other than as contemplated herein, no Retirement Plan subject to Title IV of ERISA has been terminated nor has there been any "reportable event" (as that term is defined in Section 4043 of ERISA and the regulations thereunder) that could present a material risk of termination of a Retirement Plan which termination could have a material adverse effect. Neither CCCI nor any of its subsidiaries contribute to any multi-employer pension or multi-employer welfare benefit plan (within the meaning of 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. The Seller has provided and/or identified on Schedule 4.16 each "employee All benefit plan," as defined in Section 3(3) and compensation plans, contracts, policies or arrangements covering current or former employees of ERISA which the Company and the Subsidiaries (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“Employees”) and covers any employee current or former employee directors or managers of the Seller or any affiliate or under which Company and 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 ERISASubsidiaries, including, without limitation, a "multiemployer plan," as defined in “employee benefit plans” within the meaning of Section 3(373(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), employment agreements, severance agreements and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the “Benefit Plans”), are listed on Schedule 4.25 of this Agreement. True and complete copies of all Benefit Plans listed on Schedule 4.25 of this Agreement, including, without limitation, any trust instruments and insurance contracts forming a part of any Benefit Plans, and all amendments thereto have been provided or a "defined made available to the Contributor. All Benefit Plans covering Employees which are subject to ERISA (the “ERISA Plans”) are in substantial compliance with ERISA and other applicable law. Each ERISA Plan which is an “employee pension benefit plan," ” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS, and the Company is not aware of any circumstances likely to result in revocation of any such favorable determination letter or the loss of the qualification of such plan under Section 401(a) of the Code. Neither the Company nor any Subsidiary has engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as defined of the date hereof, could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in Section 3(35) and an amount which would be material. Neither the Company nor any Subsidiary has ever contributed to any Benefit Plan which is subject to Title IV of ERISA or Section 412 of the Code or which is a “multiemployer plan,” as defined of Section 4001(a)(3) of ERISA, and no Employee Plan is maintained in connection with neither the Company nor any trust described in Subsidiary has incurred any liability under Title IV of ERISA or Section 501(c)(9) 412 of the Code. It is understood and agreed that Buyer is not assuming Neither the Company nor any Employee Plans or liabilities associated therewith, and that the Seller shall retain all such Employee Plans, including all Subsidiary has any 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 for retiree health and medical life benefits for retired employees under any ERISA Plan, except as set forth on Schedule 4.25 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 planthis Agreement. There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller Company or any affiliate Subsidiary relating to, or change in employee participation or coverage under, any Employee Benefit 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. Neither the execution of this Agreement or any other Transaction-Related Agreement nor the consummation of the transactions contemplated hereby or thereby will (v) entitle any employees of the Company or any Subsidiary to severance pay or any increase in severance pay upon any termination of employment after the Closing Datedate hereof, (w) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Benefit Plans, (x) limit or restrict the right of it to merge, amend or terminate any of the Benefit Plans or (y) result in the payment of any amount under a Benefit Plan that would constitute an “excess parachute payment,” as defined in Section 280G of the Code.

Employee Benefit Plans. The Seller has provided and/or identified (a) Set forth on Schedule 4.16 4.17(a) is an accurate and complete list of each "employee benefit plan," as defined in Section 3(3) Employee Benefit Plan maintained within any jurisdiction of ERISA which the United States. With respect to such U.S.-based Employee Benefit Plans: (i) each Employee Benefit Plan is subject to any provision of ERISA in compliance with applicable Law and has been administered and operated in all respects in accordance with its terms; (ii) each Employee Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has been maintained pursuant to a prototype plan document which has received a favorable determination letter from the Internal Revenue Service; (iii) no Employee Benefit Plan is covered by Title IV of ERISA or was at subject to Section 412 of the Code or Section 302 of ERISA; (iv) no Employee Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA; (v) the Company nor, to the Knowledge of the Company, any time during the last 5 years maintained, administered other “disqualified person” or contributed to by the Seller or any affiliate “party in interest” (as defined in Section 407(d)(74975(e)(2) of ERISA) the Code 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(23(14) of ERISA, including, without limitation, a "multiemployer plan," as defined respectively) has engaged 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 any transactions in connection with any trust described Employee Benefit Plan that would result in the imposition of a penalty pursuant to Section 501(c)(9) 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code. It is understood and agreed that Buyer is not assuming any ; (vi) no Employee Plans Benefit Plan provides for post-employment or liabilities associated therewithretiree welfare benefits, and that except to the Seller shall retain all such Employee Plans, including all obligations deriving directly extent required by Part 6 of Subtitle B of Title I of ERISA 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 Section 4980B of the Code; (vii) all contributions required to be made to each Employee Benefit Plan have been timely made; and (viii) no claim, which are applicable action or litigation is pending or, to such Plan. No assets the Knowledge of the Seller are or could be subjectCompany, directly or indirectly, to any liability or lien by reason of any action or inaction taken threatened with respect to any Employee Benefit Plan maintained by (other than routine claims for benefits payable in the Sellerordinary course, and appeals of such claims which were denied). The Seller With respect to each U.S.-based Employee Benefit Plan, the Company has no liability in respect of post-retirement health delivered or caused to be delivered to Parent true and medical benefits for retired employees complete copies of the Seller or any affiliatewritten plan document setting forth such plan, determined using assumptions that are reasonable in the aggregate, over Internal Revenue Service determination letter issued to 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 prototype sponsor with respect to each Employee Benefit Plan intended to be “qualified” under Section 401(h401(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 , and the Seller under the terms of any most recently filed Internal Revenue Service Form 5500-series for each such plan and descriptions thereof given required 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 file 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 Dateform.

Employee Benefit Plans. The Section 2.6 of the Seller has provided and/or identified on Disclosure Schedule 4.16 each "sets forth a true and complete list of the employee benefit plan," plans (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 currently maintained, administered sponsored or contributed to by Seller or its Affiliates and all bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, post-retirement or post-termination health or welfare benefit, severance, welfare, medical, life, vacation, sickness, retention, transaction bonus, change in control, death benefit and other material fringe or employee benefit plans, programs, policies and arrangements, and all employment and consulting agreements and written offer letters, in each case for the benefit of, or relating to, any Employee or former Employee (including their beneficiaries and dependents) (collectively, the “Seller Employee Plans”). Seller has made available to Buyer true and complete copies of each written Seller Benefit Plan. Except as would not have a Seller Material Adverse Effect, with respect to any of the Seller Employee Plans, (i) each Seller Employee Plan intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the “IRS”) or, with respect to a prototype or volume submitter plan, may rely upon an opinion or advisory letter from the IRS to the plan sponsor; (ii) there has been no non-exempt “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, involving the assets of any affiliate of the Seller Employee Plans; (iii) no Action has been instituted or, to the knowledge of Seller, is threatened against or with respect to any Seller Employee Plan (other than routine claims for benefits and appeals of such claims); and (iv) each Seller Employee Plan has been operated in accordance with its terms and applicable Law, including ERISA and the Code. Neither the Seller nor any entity that would be deemed a “single employer” with Seller within the meaning of Section 414(b), (c), (m) or (o) of the Code maintains, sponsors or contributes to (or has in the past six (6) years maintained, sponsored or contributed to) (i) any “employee benefit plan” (as defined in Section 407(d)(73(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" 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 that is subject to Title IV of ERISA, and no Employee Plan is maintained in connection with (ii) any trust described in “multiemployer plan” within the meaning of Section 501(c)(93(37) or 4001(a)(3) of ERISA or Section 414(f) of the CodeCode or (iii) any single employer plan within the meaning of Section 4001(a)(15) of ERISA that is subject to Sections 4063 and 4064 of ERISA. 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 None of the Seller Purchased Assets are subject to a lien under Section 303(k) or could be subject, directly Title IV of ERISA 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) 430 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. The Seller has provided and/or identified on Schedule 4.16 each "Each employee benefit planplan ("PLAN") covering active, former, or retired employees of FED is listed on SCHEDULE 3.01(W). FED has made available to Parent and Merger-Sub a copy of each Plan, and where applicable, any related trust agreement, annuity, or insurance contract. No annual reports (Form 5500) have been required to be filed with the Internal Revenue Service. To the extent applicable, each Plan complies, in all material respects, with the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code, and any Plan intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and has remained tax-qualified to this date and its related trust is tax-exempt and has been so since its creation. No Plan is covered by Title IV of ERISA or Section 412 of the Code. No "PROHIBITED TRANSACTION," as defined in ERISA Section 3(3) of ERISA which (i) is subject 406 or Code Section 4975 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 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 PlansPlan. Each Employee Plan has been maintained and administered in material 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 There are no pending or anticipated claims against or otherwise involving any of the Seller are Plans and no suit, action, or could be subject, directly other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) 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. FED 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 FED, or any affiliate, determined using assumptions that are reasonable in entity which is considered one employer with FED under Section 4001 of ERISA. FED 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 on the Code). The Seller has reserved its right rights of FED to amend or terminate any Employee Plan without incurring any liability thereunder. FED has not engaged in or other benefit arrangement providing health is a successor or medical benefits parent corporation to an entity that has engaged 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 a transaction described in 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 of, or announcement (whether or not written) by the Seller or any affiliate FED relating to, or change in employee participation or coverage under, any Employee Plan which would increase the expense Plan. Neither FED nor any of maintaining such Employee Plan above the level its ERISA affiliates have any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of FED other than health care continuation benefits required to be provided under applicable law. No tax under Section 4980B of the expense 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. FED has administered the FED Stock Option Plan and other executive compensation Plans, if any, 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. The Except as set forth in Schedule 5.16, no Seller has provided and/or identified on Schedule 4.16 each "ever maintained, contributed to or had any material liability with respect to, any employee pension benefit plan," plan as defined in Section 3(33(2)(A) of ERISA, any employee welfare benefit plan as defined in Section 3(1) of ERISA which nor any other deferred compensation, stock option, stock purchase, bonus, severance or termination pay, insurance or incentive plan, and each other employee benefit plan, program, agreement or arrangement (iwhether funded or unfunded, written or oral, qualified or nonqualified) is subject to any provision of ERISA and (ii) is or was at any time during the last 5 years maintainedsponsored, administered maintained or contributed to or required to be contributed to by the any Seller or by any affiliate trade, business or third party, whether or not incorporated, that together with Company would be deemed a “single employer” within the meaning of Section 4001 of ERISA (a “Seller ERISA Affiliate”), or any Seller ERISA Affiliate (the “Employee Benefit Plans”). Except as set forth in Schedule 5.16, no Seller is obligated under any Employee Benefit Plan to provide medical or death benefits after termination of employment, except as otherwise required by law. Except as set forth in Schedule 5.16, no Employee Benefit Plan obligates any Seller to pay separation, severance, termination or similar benefits to, or in respect of, any Business Employees as a result of any transaction contemplated by this Agreement or solely as a result of a “change of control” (as defined in Section 407(d)(7) 280G of ERISAthe Code) and covers no individual shall accrue or receive any employee additional benefits, service or former employee accelerated rights to payments of benefits under any Employee Benefit Plan as a result of the Seller or any affiliate or under which the Seller or any affiliate actions contemplated by this Agreement. With respect to each Employee Benefit Plan: (i) each 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 been administered in Section 3(2) of ERISA, compliance with its terms and with all applicable laws including, without limitation, a "ERISA and the Code; (ii) no actions, suits, claims or disputes are pending or, to the Knowledge of Sellers, threatened against any such plan, the trustee or fiduciary of any such plan, any Seller or any assets of any such plan; (iii) no audits, proceedings, claims or demands are pending with any Governmental Authority including, without limitation, the Internal Revenue Service and the Department of Labor; (iv) all reports, returns and similar documents required to be filed with any Governmental Authority or distributed to any such plan participant have been duly or timely filed or distributed; (v) no material “prohibited transaction,” within the meaning of ERISA or the Code, or breach of any duty imposed on “fiduciaries” pursuant to ERISA has occurred; (vi) all required payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the Closing Date shall have been made or will be made immediately after the Closing; and (vii) no such plan has any unfunded liabilities which are not reflected in accordance with GAAP on the Current Balance Sheet or the books and records of the Sellers. No Seller has ever participated in or has any liability with respect to (i) any “multiemployer plan," ” as defined in Section 3(37Sections 3(37)(A) and 4001(a)(3) of ERISAERISA and Section 414(f) of the Code, (ii) any “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code, or a "(iii) any “defined benefit plan," ” as defined in Section 3(35) and of ERISA or a pension plan subject to Title IV the funding standards of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) 302 of ERISA or Section 412 of the Code. It is understood True and agreed that Buyer is not assuming accurate copies of each Employee Benefit Plan, together with all current trust agreements, the most recent annual reports on Form 5500 and any auditor’s reports, all IRS favorable determination letters or opinions, all current summary plan descriptions and summaries of material modifications for such plans have been furnished to Buyers. In the case of any unwritten Employee Benefit Plan, a written description of such plan has been furnished to Buyers. All amendments required to bring 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 in compliance into conformity with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, applicable provisions of ERISA and the Code, which are applicable to such PlanCode have been duly adopted. No assets Each Seller is in material compliance with (1) the notice and continuation of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason coverage 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 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, the regulations thereunder and under Parts Part 6 and 7 of Title I of ERISA generally, so that (“COBRA”); (2) the Seller Health Insurance Portability and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction Accountability Act of 1996 with respect to any group health plan within the meaning of Code Section 5000(b)(1) (“HIPAA”); and (3) any applicable state statutes mandating health insurance continuation coverage for small employers, which are hereinafter referred to as “State Mini-COBRA.” With respect to each Employee Benefit Plan intended to qualify under Code Section 401(a) or 403(a), (i) the Internal Revenue Service has issued a favorable determination or prototype opinion letter, which has not been revoked, that any such planplan is tax-qualified. There has been All Employee Benefit Plans that provide health or medical coverage are fully insured with 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 Dateclaim accrual liabilities.

Employee Benefit Plans. The Seller (a) Eclipsys has provided and/or identified on listed in Section 4.13 of the Eclipsys Disclosure Schedule 4.16 each "all employee benefit plan," plans (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 all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar employee benefit plans, and all material unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any employee current or former employee of the Seller Eclipsys or any affiliate or under which the Seller ERISA Affiliate of Eclipsys, or any affiliate has any liability. Such plans are referred to collectively herein as Subsidiary of Eclipsys (collectively, the "Eclipsys Employee Plans." None of the "). (b) With respect to each Eclipsys Employee Plans wouldPlan, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA, including, without limitationEclipsys has made available to TSI, a "multiemployer plan," as defined in Section 3(37true and correct copy of (i) of ERISAthe most recent annual report (Form 5500) filed with the IRS, (ii) such Eclipsys Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Eclipsys Employee Plan and (iv) the most recent actuarial report or a "defined benefit plan," as defined in Section 3(35) and valuation relating to an Eclipsys Employee Plan subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9. (c) of With respect to 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 Eclipsys 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 individually 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 no event has occurred and, to the fair market knowledge of Eclipsys, there exists no condition or set of circumstances in connection with which Eclipsys could be subject to any liability that is reasonably likely to have an Eclipsys Material Adverse Effect under ERISA, the Code or any other applicable law. (d) With respect to the Eclipsys Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the financial statements of Eclipsys, which obligations are reasonably likely to have an Eclipsys Material Adverse Effect. (e) Except as disclosed in Eclipsys SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Eclipsys nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Eclipsys or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Eclipsys of the nature contemplated by this Agreement, (ii) agreement with any officer of Eclipsys providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof or for the payment of compensation in excess of $100,000 per annum, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any 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 which will be calculated on the basis of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employeestransactions contemplated by this Agreement. 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.SECTION 4.14

Employee Benefit Plans. The Seller has provided and/or identified (a) Except as listed on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) the Employee Benefits Schedule, neither the Company nor any of ERISA which its Subsidiaries maintains or contributes to any (i) is subject to any provision of ERISA and nonqualified deferred compensation or retirement plans, (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate qualified “defined contribution plans” (as such term is defined in under Section 407(d)(73(34) of ERISA), (iii) qualified “defined benefit plans” (as such term is defined under Section 3(35) of ERISA) (the plans set forth in the foregoing clauses (ii) 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 (iii) are collectively referred to collectively herein as the "Employee “Pension Plans." None of the Employee Plans would”), individually or collectively, constitute an "employee pension (iv) any “welfare benefit plan" plans” (as such term is defined in under Section 3(23(1) of ERISA) (the “Welfare Plans”) or (v) any other employee benefit plan, includingprogram, without limitationpolicy, a "multiemployer plan," as defined in Section 3(37) of ERISApractices, or a "defined other arrangement providing benefits to any current or former employee, officer or director of the Company or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute, whether or not written, including any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan," , program or agreement and any related trusts or other funding vehicles (collectively, the “Other Plans”). The Pension Plans, the Welfare Plans and the Other Plans are collectively referred to herein as defined in the “Plans.” Each Pension Plan which is intended to meet the requirements of a “qualified plan” 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 , has either received a favorable determination letter or opinion letter from the IRS that such Pension Plan is understood and agreed that Buyer is not assuming any Employee Plans so qualified or liabilities associated therewith, and that has requested such a favorable determination letter 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 remedial amendment period 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(h401(b) of the Code)Code and, to the knowledge of the Company, there are no facts or circumstances that would reasonably be expected to jeopardize the qualification of such Pension Plan. The Seller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits Plans comply in respect of any active employee of the Seller under the terms of any such plan form 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 operation in all material respects with all their terms and the requirements imposed thereunderof applicable Law, including the Code 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 DateERISA.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "With respect to all the employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA plans, programs and (ii) is or was at any time during the last 5 years maintained, administered arrangements maintained or contributed to by the Seller Blockbuster or any affiliate Blockbuster Subsidiary for the benefit of any current or former employee, officer or director of Blockbuster or any Blockbuster Subsidiary (the "Blockbuster Plans"), except as defined set forth in Section 407(d)(73.10 of the Blockbuster Disclosure Schedule or the Blockbuster SEC Reports and except as would not, individually or in the aggregate, have a Blockbuster Material Adverse Effect: (i) each Blockbuster Plan intended to be qualified under Section 401(a) of ERISA) and covers any employee or former employee of the Seller or any affiliate or under which Code has received a favorable determination letter from the Seller or any affiliate has any liability. Such plans are referred to collectively herein as Internal Revenue Service (the "Employee Plans." None IRS") that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such Blockbuster Plan; (ii) each Blockbuster Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law; (iii) neither Blockbuster nor any Blockbuster Subsidiary has incurred any direct or indirect liability under, arising out of or by operation of Title IV of the Employee Plans wouldRetirement Income Security Act of 1974, individually as amended ("ERISA"), in connection with the termination of, or collectivelywithdrawal from, constitute an any Blockbuster Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such liability; and (iv) Blockbuster and the Blockbuster Subsidiaries have not incurred any liability under, and have complied in all material respects with, the Worker Adjustment Retraining Notification Act ("employee pension benefit plan" WARN"), and no fact or event exists that could give rise to liability under such act. Except as defined set forth in Section 3(23.10 of the Blockbuster Disclosure Schedule, none of the Blockbuster Plans currently maintained by or contributed to by Blockbuster nor any Plan maintained by any entity that together with Blockbuster or the Blockbuster Subsidiaries would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA, including, without limitation, ERISA (a "multiemployer plan," as defined in Section 3(37Blockbuster Affiliate Plan") of ERISA, or a "defined benefit plan," as defined in Section 3(35) and is subject to Title IV of ERISA, and no Employee . No Blockbuster Plan is maintained in connection with or Blockbuster Affiliate Plan has incurred any trust described "accumulated funding deficiency" (as defined in Section 501(c)(9) 302 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) 412 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 waived as of the expense incurred in respect thereof for the fiscal most recently completed plan year ended immediately prior to the Closing Dateof such plan.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 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. The Seller has provided and/or identified on Schedule 4.16 each "All employee benefit plan," plans, as that term is defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), as well as all other written or formal plans, programs, or contracts involving direct or indirect compensation either qualified or non-qualified for federal income tax purposes and whether or not funded (including, without limitation, all employment agreements, stock option, stock bonus, stock purchase or deferred compen- sation arrangements entered into between Seller and each Trans- ferred Employee (as hereinafter defined in subsection 12.1 of this Agreement) but excluding worker's compensation, unemployment compensation and other government mandated programs) currently sponsored, maintained, contributed to, participated in or entered into by Seller for the benefit of any employee listed or de- scribed in SCHEDULE 12.1 or his dependents and/or beneficiaries, under which Seller has any present or future obligation or liability including any written or formal plans, programs, or contracts for retirees and former employees (ithe "Benefit Plans") is subject are listed in SCHEDULE 4.13 to this Agreement, and true and complete up-to-date copies thereof have been, or prior to Closing will be, made available to Buyer. There are no written or oral modifications to any provision of such plans or agreements. Except as disclosed in such schedule, the written terms of the Benefit Plans are, and have been administered in compliance with the requirements of ERISA and applicable provisions of the Internal Revenue Code of 1986, as amended (iithe "Code"). The American Cyanamid Company Employees Retirement Plan (the "Cyanamid Retire- ment Plan") has received a favorable determination letter from the Internal Revenue Service confirming that it is a qualified plan under Section 401(a) of the Code and a copy of the most recent such determination letter has been or was at will be provided by Seller to Buyer prior to the Closing Date. Except as disclosed in SCHEDULE 4.13 to this Agreement, there are no pending or, to the knowledge of Seller, threatened claims by or on behalf of the Benefit Plans or by any time during participant, beneficiary, or fiduciary or the last 5 years maintainedSecretary of Labor alleging a breach or breaches of any of the provisions of any of such plans, administered or contributed fiduciary duties thereun- der, or violations of other applicable federal or state law with respect to by the Benefit Plans or arising out of events relating to the employment of the Transferred Employees which could result in liability on the part of Seller under ERISA or any affiliate other law, nor, to the knowledge of Seller, is there any basis for such a claim. No such qualified plan is the subject of a pending Internal Revenue Service audit or investigation that involves Section 401(a) qualification issues or is the subject of any proceeding under ERISA Section 4041, 4041A, or 4042. All liabil- ities of Seller for premiums to the Pension Benefit Guaranty Corporation pursuant to Section 4007 of ERISA have been fully paid. No prohibited transaction (as defined in Section 407(d)(7) 406 of ERISA) and covers any employee has occurred within three years prior to the date hereof or former employee as of the Seller or date of Closing with respect to any affiliate or under which the Seller or Benefit Plan, nor is there 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" accumulated funding deficiency (as defined in Section 3(2302(a)(2) of ERISA). Seller does not now contribute to or participate in and has no obligation to contribute to, nor has it within the six (6) year period immediately preceding the Closing Date contributed to or been under any obligations to contribute to or participated in any "multiemployer plan", within the meaning of Section 3(37) or Section 4001(a)(3) 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 under which 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 Transferred Employees 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 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 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 Dateparticipants.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each Each "employee benefit plan," as such ---------------------- term is 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 ("Plans"), and related trust agreement (iias applicable) is or was at any time during the last 5 years maintainedsponsored, administered or contributed to or operated by any Selling Party has been administered and operated in all material respects in accordance with its terms and applicable law. Other than claims for benefit payments in the ordinary course under the Plans, there are no actions, suits, claims or proceedings, pending or, to the best of the Selling Parties' knowledge, threatened. No Selling Party is now, nor has ever been a participant in, any Multiemployer Plan within the meaning of Section 3(37) of ERISA. Accrued liabilities under the Plans maintained for the employees of the Tier I Schools are provided for on the books or in the Financial Statements or have been fully provided for by contributions to such Plans. No liabilities exist under any Plan which shall become liabilities of Buyer by operation of law or otherwise. As of the date hereof, no Seller or maintains any affiliate (employee welfare benefit 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(23(1) of ERISA, which provides post-retirement benefits to former employees of the Tier I Schools and to current employees of the Tier I Schools after their termination of employment (including, without limitation, a "multiemployer plan," medical and life insurance benefits), other than 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 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 required by the Seller. The Seller has no liability in respect Consolidated Omnibus Budget Reconciliation Act of post-retirement health 1985, as amended 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 interpreted by regulations thereunder (including for such purposes any fund established pursuant to Section 401(h) of the Code"COBRA"). The Seller has reserved its right to amend Selling Parties shall provide any notices required under COBRA for events occurring on 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 date of the Tier I Closing Dateand shall provide all benefits required pursuant to COBRA in connection therewith.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," 8.10 to this Agreement is a list of all pension plans, as defined in Section 3(33.2 of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”) maintained by the Hillandale Companies (the “Plans”) covering their employees and all bonus, profit sharing, option, or other type of employee benefit plans, arrangements with employees for bonuses, incentive compensation, deferred compensation, vacations, severance pay, retirement insurance or other employee benefits maintained by the Hillandale Companies in which their employees are participating. Copies of all Plans described in the preceding sentence have been delivered to Cal-Maine. The Plans are qualified under § 401(a) of ERISA which the Internal Revenue Code of 1986 as amended (ithe “Code”) is subject to and the related Trusts are exempt under § 501(a) of the Code. None of the Plans have accumulated 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 funding deficiency (as defined in Section 407(d)(7ERISA and § 412 of the Code) whether or not waived, and until the Closing Date all contributions to the Plan as necessary to satisfy the minimum funding requirements under ERISA have been and will be made prior to the date they are due. Except as set forth in Schedule 8.10; (1) there has been no violation of the reporting and disclosure requirements imposed under ERISA or the Code for which any penalty in a material amount has been or may be imposed with respect to any Plan; (2) no Plan has any liability of any nature other than for routine payments to be made in due course to participants and beneficiaries; (3) No event has occurred which would constitute a prohibited transaction under section 406 of ERISA; (4) and covers there are no lawsuits or claims which have been or will be, prior to Closing, asserted or instituted against the assets of any employee trust under the Plans or former employee against of the Seller or Plans; (5) there are no investigations pending by 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 governmental authority of the Employee assets of any trust under the Plans would, individually or collectively, constitute an "employee pension benefit plan" against any of the Plans; and (6) none of the Plans is a “Multi-Employer Plan” as defined in Section 3(2) of ERISA, including, without limitation, a "multiemployer plan," as defined in Section section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV amended by the Multi-Employer Pension Plan Amendment Act of ERISA, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code1980. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and expected 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 Plans will be transferred to 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 continued 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 DateCompany.

Employee Benefit Plans. The Seller has provided and/or identified on (a) Schedule 4.16 each "employee benefit plan," as defined in Section 3(35.17(a) of ERISA which the Company Disclosure Schedules contains a correct and complete list of (i) is subject to any provision all Employee Benefit Plans maintained for the benefit of ERISA the Company Employees and (ii) is all employment, change in control, severance, retirement, deferred compensation, bonus, equity or was at equity-based compensation, fringe benefit, welfare or similar plan, agreement, arrangement or Contract with respect to 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 any Vionic Entity and with respect to which any Vionic Entity or any affiliate or under which the Seller or any affiliate of its ERISA Affiliates has any liability. Such plans are referred to collectively herein as liability (the "Employee “Company Benefit Plans." None ”) exclusive 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 "any “multiemployer plan," as defined in ” (within the meaning of Section 3(37) of ERISA, ) to which any Vionic Entity or any of its ERISA Affiliates has any obligation to contribute or otherwise has liability with respect thereto (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“Multiemployer Plan”). Schedule 5.17(a) of the CodeCompany Disclosure Schedules separately identifies each Company Benefit Plan that is subject to the laws of any jurisdiction outside of the United States (a “Non-U.S. Benefit Plan”). It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all With respect to each Non-U.S. Benefit Plan: (i) such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans. Each Employee Plan plan has been maintained in compliance all material respects in accordance with its terms and the all applicable requirements prescribed by any and all statutesApplicable Laws, orders(ii) if it is intended to qualify for special tax treatment in the relevant jurisdiction, rules such Non-U.S. Benefit Plan meets all requirements for such treatment in such relevant jurisdiction, (iii) if it is intended to be funded and/or book-reserved, such Non-U.S. Benefit Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and regulations, including but not limited to, ERISA and (iv) no material liability exists or reasonably could be imposed upon 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 Company 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 postsuch Non-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 DateU.S. Benefit Plan.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 4.21 sets forth a complete list of each "material “employee benefit plan," ” as defined in Section 3(3) of ERISA which 3 (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(23) of ERISA, includingand any plan, without limitationpractice, arrangement, guideline (formal or informal) or policy (including a "multiemployer written description of any unwritten plan," , practice, arrangement or policy) providing for severance, equity compensation, bonuses, profit-sharing, incentive or deferred compensation, vacation or other paid-time-off, welfare benefits (health, dental, vision, life, and disability), sick pay, pension or retirement benefits, fringe benefits or perquisites, in each case which covers any current or Business Employee or as defined in to which the Acquired Company or any of the Acquired Subsidiaries has or may have any material liability, contingent or otherwise (each an “Employee Plan”). Other than the QEP Midstream Partners, LP 2013 Long-Term Incentive Plan and any outstanding awards thereunder (the “QEP Midstream LTIP”), all Employee Plans are sponsored, administered and maintained by Parent or Seller, and neither the Acquired Company nor any of the Acquired Subsidiaries sponsors, maintains, administers, contributes to or is required to contribute to any Employee Plan. Seller has made available to Purchaser true and complete copies of each Employee Plan listed on Schedule 4.21, together with any summary plan descriptions with respect thereto, as applicable. Each Employee Plan which is intended to be qualified under Section 3(37401(a) of ERISAthe Code has received a favorable determination letter, or a "defined benefit plan," has pending or is within the remedial amendment period in which to file, an application for such determination from the Internal Revenue Service and, to the knowledge of Seller, there are no facts or circumstances that if uncorrected could reasonably be expected to result in disqualification of an Employee Plan. Except as defined could not result in Section 3(35) liability to the Acquired Company or any Acquired Subsidiary, the Employee Plans have been established, maintained and administered in all material respects in accordance with their respective terms and all applicable Laws and there are no material actions, suits or claims pending or, to Seller’s knowledge, threatened or reasonably anticipated against, or with respect to, any of the Employee Plans. Other than the QEP Resources, Inc. Retirement Plan (the “QEP Pension Plan”), neither Parent nor any other ERISA Affiliate of the Acquired Company or any of the Acquired Subsidiaries sponsors, maintains, administers, contributes to or is required to contribute to any plan subject to Title IV of ERISA, and no Employee Plan is maintained in connection with ERISA or any trust described in “multiemployer plan” within the meaning of Section 501(c)(93(37) or 4001(a)(3) of ERISA for which the CodeAcquired Company or any Acquired Subsidiary could have any liability. It is understood and agreed The Pension Benefit Guaranty Corporation has not instituted proceedings to terminate the QEP Pension Plan and, to the Seller’s knowledge, no condition exists 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 could reasonably be expected to result in such Employee Plansproceedings being instituted. Each Employee The Seller Deferred Compensation Plan has been maintained in compliance complies 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 Section 409A 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 in form and operation with respect to any Employee all Deferred Compensation 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 DateParticipants.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "All material employee benefit plan,plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by the Company or any of the Subsidiaries (collectively, the "Plans") and any related trusts and funding vehicles are in compliance with, and have been administered and operated in accordance with, the terms of such Plans, related trusts and funding vehicles and applicable law, except for any failure to so comply, operate or administer such Plans and related trusts and funding vehicles that would not, individually or in the aggregate, have a Material Adverse Effect. The Internal Revenue Service has issued a determination letter to the effect that each such Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified and that its related trust is tax exempt under Section 501(a) of the Code. No event which constitutes a "reportable event" as defined in Section 3(3) 4043 of ERISA has occurred and is continuing with respect to any Plan subject to Title IV of ERISA which (i) presents a material risk of the termination or partial termination of any such Plan or would, individually or in the aggregate, have a Material Adverse Effect. At any time in the past six years, no Plan and no plan maintained by an ERISA Affiliate that is subject to any provision Title IV of ERISA has been terminated pursuant to Title IV of ERISA in connection with which any liability has been incurred by the Company or any Subsidiary which has not been satisfied in full. Full payment has been made, or provision has been made therefor, of all material amounts which the Company or any of the Subsidiaries were required under the terms of the Plans or applicable law to have paid as contributions to such Plans on or prior to the date hereof and (ii) is or was at any time during the last 5 past six years maintainedno Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), administered whether or not waived. Neither the Company nor any of the Subsidiaries has engaged in any nonexempt prohibited transactions in connection with any Plan (or its related trust or funding vehicle) with respect to which the Company, any of the Subsidiaries, or any officer, director or employee of the Company or any of the Subsidiaries would be subject to either a penalty pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code nor, to the knowledge of the Company, will the consummation of the transactions contemplated by this Agreement constitute such a transaction which penalty or tax would, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any of its Subsidiaries, has incurred any liability under the fiduciary provisions of ERISA, other than any liability that would not individually, or in the aggregate, have a Material Adverse Effect. At any time in the past six years, no claim, action or litigation has been made, commenced or, to the knowledge of the Company, threatened with respect to any Plan or its related trust or funding vehicle that would, if adversely determined, have (individually or in the aggregate) a Material Adverse Effect. Neither the Company nor any entity under "common control" with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an "ERISA Affiliate") has participated in or contributed to by any multiemployer plan as defined in Section 3(37) of ERISA at any time during the Seller or past six years, and none of the Company nor any affiliate ERISA Affiliate has incurred any "withdrawal liability" (as defined in Section 407(d)(7) Part I of Subtitle E of Title IV of ERISA) and covers at any employee or former employee of time in the Seller or any affiliate or under which the Seller or any affiliate past six years that has any liabilitynot been satisfied in full. Such plans are referred With respect to collectively herein as the "Employee Plans." None of the Employee Plans would, individually or collectively, constitute an "each employee pension benefit plan" plan (as defined in Section 3(2) of ERISA, including, without limitation, ) which is a "defined benefit plan and is not a multiemployer plan,, the assets of such Plan available to meet the accrued liabilities of such Plan would exceed such liabilities, based on the actuarial assumptions used for plan termination. There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability of the Company or any of its Subsidiaries following the Closing that would, individually or in the aggregate, have a Material Adverse Effect. "Controlled Group Liability" as defined in Section 3(37means any and all liabilities (i) of ERISA, or a "defined benefit plan," as defined in Section 3(35) and subject to under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) 4971 of the CodeCode and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. 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, 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 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 or the requirements of Section 607(l) 701 et.seq. of ERISA, there has been timely compliance other than such liabilities that, in all material respects with all requirements imposed thereundereach case, 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 toarise solely out of, 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 relate solely to the Closing DatePlans.

Employee Benefit Plans. The Seller has provided and/or identified (a) Schedule 2.17 hereto contains a true and complete list of all Benefit Plans. Copies of all written Benefit Plans, written descriptions of all oral Benefit Plans, and all other documentation relating to the Benefit Plans have been delivered or made available to Buyer. Except as disclosed on Schedule 4.16 2.17: (i) each Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with its terms and the requirements of all applicable laws, including ERISA and the Code, and each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under Section 501(a) of the Code; (ii) no Benefit Plan is a "employee benefit single-employer plan," or a "multiemployer plan" as such terms are defined in Sections 4001(a)(15) and 4001(a)(3) respectively; (iii) the Company is not a member of a "controlled group" as defined in Section 3(3412(n)(6)(B) of ERISA which the Code; (iiv) is subject to the Company has not incurred any provision liability for any tax imposed under Section 4971 through 4980B of ERISA and the Code or civil liability under Section 502(i) or (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)(71) of ERISA; (v) and covers any employee no Benefit Plan provides health or former employee death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Title I of ERISA or Section 4980B of the Seller or Code; (vi) no benefit under 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 ERISABenefit Plan, including, without limitation, a "multiemployer plan," as defined in Section 3(37) of ERISAany severance or parachute payment plan or agreement, will be established or a "defined benefit plan," as defined in Section 3(35) and subject to Title IV of ERISAbecome accelerated, 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 vested 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 payable by reason of any action transaction contemplated under this Agreement; (vii) no suit, actions or inaction taken other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought against or with respect to any Employee Benefit Plan; and (viii) all contributions to Benefit Plans required to be made under such Benefit Plans as of the Closing Date will have been made, and all benefits accrued under any unfunded Benefit Plan maintained will have been paid, accrued or otherwise adequately reserved in accordance with generally accepted accounting principles as of such date, and the Company will have performed by the Seller. The Seller has no liability in respect Closing Date all obligations required to be performed as 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 date 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 DateBenefit Plans.

Employee Benefit Plans. The Seller has Partnerships and the General Partners have provided and/or identified on Schedule 4.16 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 any of the Seller Partnerships or the General Partners or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of any of the Seller Restaurants or any affiliate or under which any of the Seller Partnerships, the Restaurants 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 any of the Seller Partnerships 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 any of the SellerPartnerships or the General Partners. The Seller None of the Partnerships or the General Partners has no any liability in respect of post-retirement health and medical benefits for retired employees of any of the Seller Restaurants, the Partnerships 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 Each of the Partnerships or the General Partners 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 any of the Seller Restaurants or Partnerships 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 Partnerships 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 any of the Seller Partnerships or the General Partners 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. The Seller has provided and/or identified on Schedule 4.16 each Company Disclosure Letter contains a complete 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, policies and 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 ("ERISA") and all trust agreements related thereto in respect to any present or former directors, officers, or other employees of the Company or its Subsidiaries (hereinafter referred to collectively as the "Company Employee Plans"). (i) is subject to any provision All of ERISA the Company Employee Plans comply in all material respects with all applicable requirements of ERISA, the Code and (ii) is or was at any time during other applicable laws; neither the last 5 years maintained, administered or contributed to by Company nor the Seller or any affiliate Company Bank has engaged in a "prohibited transaction" (as defined in Section 407(d)(7406 of ERISA or Section 4975 of the Code) with respect to any Company Employee Plan which could subject the Company or the Company Bank 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 Company Employee Plan have been timely made or have been reflected on the Company's balance sheet; (ii) no liability to the Pension Benefit Guaranty Corporation (the "PBGC") has been or is expected by the Company or the Company Bank to be incurred with respect to any Company Employee Plan which is subject to Title IV of ERISA (a "Company Pension Plan"), or with respect to any "single-employer plan" (as defined in Section 4001(a)(15) of ERISA) and covers currently or formerly maintained by the Company or any employee entity (a "Company ERISA Affiliate") which is considered one employer with the Company under Section 4001 of ERISA or former employee Section 414 of the Seller Code (a "Company ERISA Affiliate Plan"); and no proceedings have been instituted to terminate any Company 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 Company ERISA Affiliate Plan and no condition exists that presents a material risk of the Employee Plans would, individually institution of such proceedings; (iii) no Company Pension Plan or collectively, constitute Company ERISA Affiliate Plan had an "employee pension benefit planaccumulated 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 Company Pension Plan and Company ERISA Affiliate Plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such Company Pension Plan or Company ERISA Affiliate Plan as of the end of the most recent plan year with respect to the respective Company Pension Plan or Company ERISA Affiliate Plan ending prior to the date hereof, includingcalculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Company Pension Plan or Company ERISA Affiliate Plan prior to the date hereof, without limitationand there has been no material change in the financial condition of any such Company Pension Plan or Company ERISA Affiliate Plan since the last day of the most recent plan year; 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 Company Pension Plan or Company ERISA Affiliate Plan within the 12-month period ending on the date hereof; (iv) neither the Company nor either of its Subsidiaries has provided or is required to provide, a security to any Company Pension Plan or to any Company ERISA Affiliate Plan pursuant to Section 401(a)(29) of the Code; (v) neither the Company, either of its Subsidiaries, nor any Company ERISA Affiliate has contributed to any "multiemployer plan," ", as defined in Section 3(37) of ERISA, on or a after September 26, 1980; (vi) each Company Employee Plan of the Company or either of its Subsidiaries which is an "defined employee pension benefit plan," (as defined in Section 3(353(2) and subject to Title IV of ERISA) has received a favorable determination letter from the Internal Revenue Service deeming such plan to be qualified (a "Qualified Plan"), and no Employee Plan is maintained in connection with any trust described in 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 has requested such a determination letter 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 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 remedial amendment period under Section 401(h401(b) 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 ; and neither the Company nor the Company Bank is aware of any active employee of the Seller under the terms circumstances likely to result in revocation of any such plan favorable determination letter; (vii) each Qualified Plan which is an "employee stock ownership plan" (as defined in Section 4975(e)(7) of the Code) has satisfied all of the applicable requirements of Sections 409 and descriptions thereof given to employees. With respect to any Employee Plans which are "group health plans" under Section 4980B 4975(e)(7) of the Code and Section 607(l) of ERISA, there has been timely compliance the regulations thereunder; all Company Employee Plans covering foreign participants comply in all material respects with all requirements imposed thereunderapplicable local law, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have there are no (and will not incur any) loss, assessment, tax penalty or other sanction material unfunded liabilities with respect to any such plan. There Company Employee Plan which covers foreign employees; (viii) there is no pending or, to the Company's knowledge, threatened litigation, administrative action or proceeding relating to any Company Employee Plan; (ix) there has been no amendment to, written interpretation announcement or announcement (whether or not written) commitment by the Seller Company or any affiliate relating tothe Company Bank to create an additional Company Employee Plan, or change in employee participation or coverage under, any to amend an Company Employee Plan except for amendments required by applicable law which would do not increase the expense cost of maintaining such Company Employee Plan; and the Company and its Subsidiaries do not have any obligations for retiree health and life benefits under any Company Employee Plan above except as set forth in the level Company Disclosure Letter, and there are no such Company Employee Plans that cannot be amended or terminated without incurring any liability thereunder; (x) with respect to the Company or its Subsidiaries, except as specifically identified in the Company Disclosure Letter, the execution and delivery of this Agreement and the consummation of the expense incurred transactions contemplated hereby will not result in any payment or series of payments by the Company or its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the Code) under any Company Employee Plan, increase or secure (by way of a trust or other vehicle) any benefits payable under any Company Employee Plan, or accelerate the time of payment or vesting of any such benefit, and (xi) with respect thereof to each Company Employee Plan, the Company has supplied to Monarch a true and correct copy, if applicable, of (A) the two most recent annual reports on the applicable form of the Form 5500 series filed with the Internal Revenue Service (the "IRS"), (B) such Company Employee Plan, including amendments thereto, (C) each trust agreement and insurance contract relating to such Company Employee Plan, including amendments thereto, (D) the most recent summary plan description for such Company Employee Plan, including amendments thereto, if the fiscal year ended immediately prior Company Employee Plan is subject to Title I of ERISA, (E) the Closing Datemost recent actuarial report or valuation if such Company Employee Plan is a Company Pension Plan, (F) the most recent determination letter issued by the IRS if such Company Employee Plan is a Qualified Plan and (G) the most recent financial statements and auditor's report.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each All "employee benefit plan,plans" as defined in Section 3(3) of ERISA the ERISA, and all fringe benefit plans, bonus plans, stock option or other stock plans, severance plans or any other deferred compensation agreement, plan or funding arrangement currently, or at any time, maintained by the Company or its Subsidiary, or to which (i) is subject to any provision of ERISA and (ii) the Company or its Subsidiary is or was at any time during has been obligated to contribute, whether or not such plan has been terminated, are listed on the last 5 years maintained, administered Disclosure Schedule (the plans listed 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 described on such Schedule are referred to collectively herein as the "Employee Plans." None "), and all benefits thereunder are and have been payable solely on the terms described in such Plans. True and complete copies of all of the Employee Plans would, individually or collectively, constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISAdocuments embodying the Plans, including, without limitation, insurance and other contracts, agreements and arrangements pertaining thereto and Annual Reports (Forms 5500) for the last three plan years for each Plan, have been furnished to Buyer or will be furnished prior to the Closing Date. Each of the Company and its Subsidiary has maintained and administered each Plan applicable to it in compliance with its terms and in compliance with all provisions of the laws, rules and regulations applicable to such Plan, including, without limitation, the applicable provisions of ERISA and the Code, and no event has occurred nor does any condition exist which would subject Buyer, the Company or its Subsidiary to any penalty or excise tax or liability (other than liability for contributions, premiums and benefits in the ordinary course). Any Plan intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified. All contributions or other payments required to be made with respect to each Plan prior to or on the Closing Date have been, or shall be, made on a timely basis. Each Plan can be terminated by the Company or its Subsidiary, as applicable, at any time and without the incurrence of any material liability. Neither the Company, nor its Subsidiary, nor any member of a "controlled group" (as such term is defined in Section 4971(e)(2)(B) of the Code) of which the Company or its Subsidiary is or has been a member, has ever maintained or contributed to any plan (i) subject to Section 412 of the Code and Section 302 of ERISA or Title IV of ERISA (including, without limitation, any "multiemployer plan," as defined in Section 3(37) of ERISA, ) or a "defined benefit plan," as defined in Section 3(35(ii) 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 provides post-retirement employment 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 welfare benefits (including for such purposes any fund established other than benefits required to be provided 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 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. The Seller has provided and/or identified on Schedule 4.16 each "Each employee benefit plan," plan as defined in Section 3(3) of ERISA to 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 Borrower may have 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 complies in all material respects with all applicable requirements imposed thereunderof law and regulations, and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have (i) no Reportable Event nor Prohibited Transaction (and will not incur anyas defined in ERISA) loss, assessment, tax penalty or other sanction has occurred with respect to any such plan, (ii) Borrower has not withdrawn from any such plan or initiated steps to do so, (iii) no steps have been taken to terminate any such plan, and (iv) there are no unfunded liabilities other than those previously disclosed to Lender in writing. There has been no amendment toINVESTMENT COMPANY ACT. Borrower is not an "investment company" or a company "controlled" by an "investment company", written interpretation or announcement (whether or within the meaning of the Investment Company Act of 1940, as amended. PUBLIC UTILITY HOLDING COMPANY ACT. Borrower is not written) by the Seller or any affiliate relating toa "holding company", or change in employee participation a "subsidiary company" of a "holding company", or coverage underan "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", any Employee Plan which would increase within the expense of maintaining such Employee Plan above the level meaning of the expense incurred Public Utility Holding Company Act of 1935, as amended. REGULATIONS G, T, AND U. Borrower is not engaged principally, or as one of its important activities, in respect thereof the business of extending credit for the fiscal year ended immediately prior to purpose of purchasing or carrying margin stock (within the Closing Datemeaning of Regulations G, T and U of the Board of Governors of the Federal Reserve System). LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 000 Xxxx Xxxx Xxxxx, Xxxxxxxxx, XX 00000. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Collateral.

Employee Benefit Plans. The Seller Borrower shall, and shall cause each of its Subsidiaries to, (a) fund all of its Employee Benefit Plans in a manner that will satisfy the minimum funding standards of Section 302 of ERISA (unless failure to do the same would not have a Material Adverse Effect) and will promptly satisfy any accumulated funding deficiency that arises under Section 302 of ERISA, (b) furnish the Administrative Agent, promptly after the filing of the same, with copies of all reports (with all attachments thereto) required, by statute, regulation, administrative consent or order or similar written understanding, to be filed with the United States Department of Labor, the Pension Benefit Guaranty Corporation ("PBGC") or the Internal Revenue Service ("IRS") with respect to all Employee Benefit Plan(s) to the extent such reports contain information pertaining to events or conditions which would be, or otherwise are, reasonably likely to have a Material Adverse Effect, or reports which any such party, or any member of a Controlled Group of which the Borrower or any of its Subsidiaries has provided and/or identified on Schedule 4.16 each "employee benefit plan," knowledge (with respect to any assertions of termination liability under Title IV of ERISA or, withdrawal liability, as defined in Section 3(3) ERISA), may receive from the United States Department of ERISA which (i) is subject Labor, the IRS or the PBGC, with respect to any provision of ERISA such Employee Benefit Plan(s), and (iic) is or was at promptly advise the Administrative Agent of the occurrence of any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate Reportable Event (as defined in Section 407(d)(7) 4043 of ERISA) and covers any employee or former employee which requires the giving of notice to the Seller PBGC or any affiliate or under Prohibited Transaction, of which the Seller Borrower or any affiliate of its Subsidiaries has any liability. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Plans wouldknowledge, 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 planEmployee Benefit Plan(s) and the action which such party proposes to take with respect thereto. There has been no amendment toThe Borrower and each of its Subsidiaries will make all contributions when due with respect to any multi-employer pension plan in which it participates and will promptly advise the Administrative Agent (i) upon its receipt of notice of the assertion against such party of a claim for withdrawal liability, written interpretation or announcement (whether or not writtenii) by upon the Seller Borrower's knowledge of the occurrence of any event which would trigger the assertion of a claim for withdrawal liability against the Borrower or any affiliate relating toof its Subsidiaries, or change in employee participation or coverage under, any Employee Plan which would increase (iii) upon the expense of maintaining such Employee Plan above the level Borrower's knowledge of the expense incurred in respect thereof for the fiscal year ended immediately prior occurrence of any event which, to the Closing Datebest of the Borrower's Knowledge, would, after the date hereof, place the Borrower or any of its Subsidiaries in a Controlled Group (other than as shown on Schedule 4.11(c) hereto) as a result of which any member (including such party) thereof may be subject to a claim for withdrawal liability, whether liquidated or contingent.

Employee Benefit Plans. The Seller (a) CSB has provided and/or identified on Schedule 4.16 each delivered or made available to First Charter prior to the execution of this Agreement true and complete copies (or, in the case of bonus or other incentive plans, summaries thereof and financial data with respect thereto) of all pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay or salary continuation, vacation, bonus or other incentive plans, all other employee programs, arrangements or agreements, whether arrived at through collective bargaining or otherwise, all medical, vision, dental or other health plans, all life insurance plans, all employment agreements and all other employee benefit plans or fringe benefit plans, including, without limitation, all "employee benefit plan,plans" as that term is defined in 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 "ERISA"), currently adopted by, maintained by, sponsored in whole or was at any time during the last 5 years maintainedin part by, administered or contributed to by the Seller CSB or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller its Subsidiaries or any affiliate Affiliate thereof for the benefit of any Employee, their spouses or dependents or other beneficiaries or under which the Seller any such person is eligible to participate and under which CSB or any affiliate has of its Subsidiaries could have any liability. Such plans are referred to collectively herein as , contingent or otherwise (collectively, the "Employee CSB Benefit Plans." None "). Any of the Employee CSB Benefit Plans would, individually or collectively, constitute which is an "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA, including, without limitation, is defined and referred to herein as a "CSB Pension Plan." Any of the CSB Benefit Plans pursuant to which CSB is or may become obligated to, or obligated to cause any of its Subsidiaries or any other Person to, issue, deliver or sell shares of capital stock of CSB or any of its Subsidiaries, or grant, extend or enter into any option, warrant, call, right, commitment or agreement to issue, deliver or sell shares, or any other interest in respect of capital stock of CSB or any of its Subsidiaries, is defined and referred to herein as a "CSB Stock Plan." Except as set forth in SECTION 5.12(A) OF THE CSB DISCLOSURE SCHEDULE, no CSB Benefit Plan provides for any phantom stock right, stock appreciation right or any other right of a participant thereunder to receive any amount of cash determined based on the value of CSB Common Stock upon the exercise, maturation, or termination of a right thereunder. No CSB Benefit Plan is or has been a multiemployer plan," as defined in plan within the meaning of Section 3(37) of ERISA. CSB has set forth in SECTION 5.12(A) OF THE CSB DISCLOSURE SCHEDULE (i) a list of all of the CSB Benefit Plans, or (ii) a "defined benefit plan," as defined in Section 3(35list of CSB Benefit Plans that are CSB Pension Plans, (iii) a list of CSB Benefit Plans that are CSB Stock Plans and subject to Title IV (iv) a list of ERISAthe number of shares covered by, exercise prices for, and no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) holders of, all stock options outstanding as of the Code. It is understood and agreed that Buyer is not assuming any Employee Plans or liabilities associated therewithdate hereof under, and that the Seller shall retain all such Employee CSB Stock 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, 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 by the Seller. The Seller has no liability in respect of post-retirement health employee stock options granted and medical benefits available 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 grant under the terms of any such plan and descriptions thereof given to employees. With respect to any Employee Plans which are CSB Incentive Stock Option Plan (the "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 DateCSB Options").

Employee Benefit Plans. The Seller has provided and/or identified Set forth on Section 3.16 of the Disclosure Schedule 4.16 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. The Seller Acquiror has provided and/or identified listed on Schedule 4.16 each "4.25 hereto (a) any nonqualified deferred or incentive compensation or retirement plans or arrangements, (b) any qualified retirement plans or arrangements, (c) any other employee compensation, severance or termination pay or welfare benefit plans, programs or arrangements, (d) any material employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision of ERISA plans, programs, or arrangements, and (iie) is any related trusts, insurance contracts or was at any time during the last 5 years other funding arrangements maintained, administered established or contributed to by the Seller Acquiror or any affiliate entity ("Acquiror ERISA Affiliate") otherwise required to be aggregated with the Acquiror pursuant to the provisions of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") within the last six years or to which the Acquiror or any Acquiror ERISA Affiliate of any of them is a party or otherwise is bound ("Acquiror Employee Benefit Plans"). With respect to each Acquiror Employee Benefit Plan for which an annual report has been filed, no material adverse change has occurred with respect to the matters covered by the annual report since the date thereof. Each of the Acquiror Employee Benefits Plans (i) has been operated in all material respects in accordance with its terms and applicable provisions of law, including ERISA and the Code, and (ii) has not engaged in any "prohibited transaction" (as such term is defined in Section 407(d)(7) 4975 of the Code or in Section 406 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 would result in a material liability. Such plans are referred to collectively herein as Since the "Employee Plans." None enactment of ERISA, neither the Employee Plans would, individually Acquiror nor any Acquiror ERISA Affiliate has completely or collectively, constitute an "partially terminated any employee pension benefit plan" plan (as defined in Section 3(2) of ERISA) ("Pension Plan") or withdrawn (in either a total or partial withdrawal) from any multiemployer pension plan, including, without limitation, a "multiemployer plan," as defined in Section 3(373(37)(A) of ERISA. There is no suit, action or a proceeding pending or threatened against or affecting or likely to have an adverse impact on any Acquiror Employee Benefit Plan, and no claims have been filed against any Acquiror Employee Benefit Plan, other than routine claims for benefits in the ordinary course. One or more of the Acquiror Employee Benefit Plans may be covered by the Consolidated Omnibus Budget Reconciliation Act of 1986 ("defined benefit plan,COBRA"). If so, each such plan has been operated in, and is in, compliance with COBRA. All notices required to be given under COBRA have been timely and properly given in accordance with COBRA, and the rules and regulations promulgated thereunder, and no employee, former employee or "qualified beneficiary" (as defined in Section 3(35COBRA) has any claim or contingent claim against the Acquiror or any Acquiror ERISA Affiliate for failure to comply with COBRA or the rules and subject to Title IV regulations promulgated thereunder. Schedule 4.25 lists all persons currently eligible for benefits under COBRA. No Acquiror Employee Benefit Plan which is not a Pension Plan provides for continuing benefits or coverage for any participant or beneficiary thereof after termination of ERISA, the participant's employment (except as may be required under COBRA and no Employee Plan is maintained at the sole expense of the participant or beneficiary). Neither the Acquiror nor any Acquiror ERISA Affiliate of the Acquiror has engaged in connection with any trust a transaction described in Section 501(c)(94069(a) of ERISA. Neither the Code. It Acquiror nor any Acquiror ERISA Affiliate is understood and agreed that Buyer is not assuming any Employee Plans subject to withdrawal liability (whether asserted or liabilities associated therewithunasserted) under Section 4201, and that the Seller shall retain all such Employee Planset seq., 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 Planof ERISA. No assets of the Seller are employee 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 former employee of the Seller under the terms Acquiror will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced benefit (including acceleration of an award, vesting or exercise of an incentive award) or any fee or payment of any such plan and descriptions thereof given to employeeskind as a result of any of the transactions contemplated hereby. With respect The Acquiror has not communicated to any employee or former employee any intention or AGREEMENT AND PLAN OF REORGANIZATION - 13 commitment to modify any Acquiror 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 Benefit Plan or to establish or implement any affiliate have no (and will not incur any) loss, assessment, tax penalty other employee or other sanction with respect to any such plan. There has been no amendment to, written interpretation retiree benefit or announcement (whether compensation plans 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 Datearrangements.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each (i) All benefit and compensation plans, contracts, policies or arrangements covering current employees or former employees of BKLA and its subsidiaries (the "EMPLOYEES") and current or former directors of BKLA, including, but not limited to, "employee benefit plan,plans" as defined in within the meaning of Section 3(3) of ERISA which ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (i) is subject the "BENEFIT PLANS"), are Previously Disclosed in the Disclosure Schedule. True and complete copies of all Benefit Plans, including, but not limited to, any trust instruments and insurance contracts forming a part of any Benefit Plans, and all amendments thereto have been provided or made available to any provision of ERISA and BKLA. (ii) is or was at any time during All employee benefit plans, other than "multiemployer plans" within the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in meaning of 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 , covering Employees (the "Employee Plans." None of PLANS"), to the Employee Plans wouldextent subject to ERISA, individually or collectively, constitute an are in substantial compliance with ERISA. BKLA is not a party to any "employee pension benefit plan" as defined in within the meaning of Section 3(2) of ERISA ("PENSION PLAN") and which is intended to be qualified under Section 401(a) of the Code. There is no material pending or threatened litigation relating to the Plans. Neither BKLA nor any of its Subsidiaries has engaged in a transaction with respect to any Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject BKLA or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (iii) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by BKLA 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, includingcurrently or formerly maintained by any of them, without limitationor the single-employer plan of any entity which is considered one employer with BKLA under Section 4001 of ERISA or Section 414 of the Code (an "ERISA AFFILIATE"). Neither BKLA, any of its Subsidiaries nor an ERISA Affiliate has contributed to a "multiemployer plan," as defined in ", within the meaning of Section 3(37) of ERISA, at any time on or after September 26, 1980. No notice of a "defined benefit planreportable event," as defined in within the meaning of Section 3(35) and subject 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to Title IV of ERISA, and no Employee be filed for any Pension Plan is maintained or by any ERISA Affiliate within the 12-month period ending on the date hereof or will be required to be filed in connection with the transactions contemplated by this Plan. (iv) All contributions required to be made under the terms of any trust described Plan have been timely made or have been reflected on the consolidated financial statements of BKLA included in the Regulatory Documents. Neither any Pension Plan nor any single-employer plan of an ERISA Affiliate has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 501(c)(9412 of the Code or Section 302 of ERISA and no ERISA Affiliate has an outstanding funding waiver. Neither BKLA nor any of its Subsidiaries has provided, or is required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) 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.14

Employee Benefit Plans. The Seller has provided and/or identified on Disclosure Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) contains a true, correct and complete list of ERISA which (i) is subject all pension, profit sharing, retirement, deferred compensation, welfare, insurance disability, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material personnel policy, whether reduced to writing or not, relating to any provision of ERISA persons employed by Seller and (ii) is or was maintained at any time during the last 5 years maintained, administered or contributed to by the Seller or the General Partner or by any affiliate other member (hereinafter, "Affiliate") of a controlled group of corporations, group of trades or businesses under common control or affiliated service group that includes Seller or the General Partner (as defined in for purposes of Section 407(d)(7414(b), (c) and (m) of ERISAthe Code) (collectively, the "Plans"). Seller has made available to Purchaser true, correct and covers complete copies of all Plans that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and true, correct, and complete written summaries of those that have not been reduced to writing. Except as set forth on the Disclosure Schedule, neither Seller nor the General Partner nor any Affiliate has any obligation or other employee or former employee of benefit plan liability under applicable law; nor has Seller, the Seller General Partner or any affiliate or under which the Seller or Affiliate ever been obligated to contribute to 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 multi-employer plan," as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither Seller nor the General Partner nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and there has been no event or circumstance which would cause them to incur any such liability. Neither Seller nor the General Partner nor any Affiliate has ever maintained a Plan providing health or life insurance benefits to former employees. No Plan previously maintained by Seller, the General Partner or any Affiliate that was subject to ERISA has been terminated; no proceedings to terminate any such Plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of said Subtitle C has occurred with respect to any such Plan, and no liability to the Pension Benefit Guaranty Corporation has been incurred. For each Plan, Seller, the General Partner and every Affiliate are, in all material respects, in compliance with all requirements prescribed by all statutes, regulations, orders, or rules currently in effect, and they have in all material respects performed all obligations required to be performed by them. Neither Seller nor the General Partner nor any Affiliate, nor any of their Partners, directors, officers, employees, or agents, nor any trustee or administrator of any trust created under the Plans, have engaged in or been a party to any "defined benefit plan,prohibited transaction" 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 4975 of the Code and Section 607(l406 of ERISA that could subject AMT or Purchaser or their affiliates, directors, or employees or the Plans or the trusts relating thereto or any party dealing with any of the Plans or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Each Plan intended to qualify under Section 401(a) of ERISA, there the Code has been timely compliance in all material respects with all requirements imposed thereunderdetermined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been 13 18 determined to be exempt from tax under Parts 6 Section 501(a) of the Code; copies of all determination letters have been delivered to Purchaser; and 7 nothing has occurred since the date of Title I such determination letters that might cause the loss of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty such qualification or other sanction with respect to any such planexemption. There has been are no amendment toqualified profit sharing or stock bonus plans, 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 all employer contributions accrued for the fiscal year ended immediately plan years ending prior to the Closing DateDate under the Plan terms and applicable law have been made. Except as set forth on the Disclosure Schedule, all of the liabilities with respect to all of the Plans are accurately reflected in the Financial Statements or incurred thereafter only in the ordinary course of Seller's business, none of which are material.

Employee Benefit Plans. The Seller Company has provided and/or identified on Schedule 4.16 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 Company or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller Company or any affiliate or under which the Seller Company 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 Company 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 Company 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 SellerCompany. The Seller Company 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 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 Company 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 Company 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 Company 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. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined Purchaser and its Subsidiaries are 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 thereunderpresently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and under Parts 6 and 7 of Title I of ERISA generally, so that the Seller and any affiliate have published interpretations thereunder (“ERISA”); no “reportable event” (and will not incur anyas defined in ERISA) loss, assessment, tax penalty or other sanction has occurred with respect to any “pension plan” (as defined in ERISA) for which Purchaser or any of its Subsidiaries could have any liability; neither Purchaser nor any of its Subsidiaries has incurred and none of them expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Code; and each “pension plan” for which Purchaser or any of its Subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such planqualification. There With respect to each employee benefit plan for which Purchaser or any of its Subsidiaries may have any liability, contingent or otherwise, that is subject to the laws of any jurisdiction outside of the United States (a “Foreign Plan”) (i) the Foreign Plan is, and has been no amendment toestablished, written interpretation registered (where required), qualified, administered, funded (where required) and invested in compliance in all material respects with the terms thereof and all applicable laws, (ii) full payment has been made in a timely manner of all amounts which are required to be made as contributions, payments or announcement (whether premiums to or not written) by in respect of any Foreign Plan under applicable law or under 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 terms of the expense incurred Foreign Plan, except as would not result in a material liability to Purchaser and its Subsidiaries and (iii) no taxes, penalties or fees are owing or assessable with respect thereof for the fiscal year ended immediately prior to the Closing Dateany Foreign Plan, except as would not result in a material liability to Purchaser and its Subsidiaries.

Employee Benefit Plans. The Seller (a) Diageo has provided and/or identified on made available to General Xxxxx copies of each 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 4.16 each "employee benefit plan," as defined 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. The Seller Neither Company maintains nor contributes to any Benefit Plan. With respect to each Benefit Plan (where applicable): each Company has provided or made available to Insituform complete and accurate copies of (i) all plan and trust texts and agreements, insurance contracts and other funding arrangements; (ii) annual reports on the Form 5500 series for the last three (3) years; (iii) financial statements and/or identified on Schedule 4.16 each "employee benefit plan," annual and periodic accountings of plan assets for the last three (3) years; (iv) the most recent determination letter received from the IRS; (v) actuarial valuations for the last three (3) years; and (vi) the most recent summary plan description as defined in Section 3(3) of ERISA which (i) is subject ERISA. With respect to any provision of ERISA and (ii) is or was at any time during the last 5 years maintained, administered each Benefit Plan while maintained or contributed to by each Company: (i) if intended to qualify under IRC Sections 401(a) or 403(a), the Seller Benefit Plan has received a favorable determination letter from the IRS that it so qualifies, its trust is exempt from taxation under IRC Section 501(a), taking into account all legislation enacted through 1999, and nothing since the issuance of the determination letter has occurred to cause the loss of the Benefit Plan's qualification or its trust's exempt status; (ii) the Benefit Plan has been administered in accordance with its terms and applicable Laws and all applicable reporting and disclosure requirements have been timely met; (iii) except for payment of benefits made in the ordinary course of the plan administration, no event has occurred and there exists no circumstance under which either Company or any affiliate fiduciary (as defined in Section 407(d)(73(21)(A) of ERISA) and covers any employee or former employee of the Seller Benefit Plan could incur liability under ERISA, the IRC or any affiliate otherwise; (iv) no accumulated funding deficiency as defined in IRC Section 412 has occurred or exists; (v) no non-exempt prohibited transaction as defined under which ERISA and the Seller or any affiliate IRC 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" occurred; (vi) no reportable event as defined in Section 3(24043 of ERISA has occurred; (vii) all contributions and premiums due have fully been made and paid on a timely basis; (viii) all contributions made or required to be made under the Benefit Plan meet the requirements for deductibility under the IRC, and all contributions accrued prior to the Effective Time which have not been made have been properly recorded on the Company's Financial Statements; (ix) the Benefit Plan currently is not, and in the past has not been, the subject of ERISA, including, without limitation, a "multiemployer plan," as defined an examination by any governmental agency; and (x) no assets are invested in Section 3(37) of ERISAemployer securities or employer real estate, or in any investment that could result in unrelated business taxable income. No Benefit Plan is a "defined benefit plan," as defined in Section 3(35) and pension plan 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 CodeIRC. It is understood and agreed that Buyer is not assuming Neither Company contributes to, or has any Employee Plans or liabilities associated therewithoutstanding liability with respect to, and that the Seller shall retain all such Employee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plansany Multiemployer Plan. Each Employee Plan Company 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 unrestricted right to amend or terminate any Employee Benefit Plan or without incurring any liability thereunder 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 employeesthan normal liabilities for benefits. With respect to each Benefit Plan that is a welfare plan (as defined in ERISA Section 3(1)): (i) no benefits are provided for employees or their beneficiaries for periods extending beyond termination of employment, except as required by law; (ii) there are no reserves, assets, surplus or prepaid premiums under any Employee Plans which are "group health plans" under such plan; and (iii) each Company has fully complied with IRC Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder4980B, and under Parts Part 6 and 7 of Title I of ERISA generallyERISA. The consummation of the Merger will not, so that either alone or in conjunction with another Event: (i) entitle any individual to severance pay, or (ii) accelerate the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty time of payment or other sanction with respect vesting of benefits or increase the amount of compensation due 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 Dateindividual.

Employee Benefit Plans. The Seller has provided and/or identified on Schedule 4.16 each "employee benefit plan," as defined in Section 3(3) of ERISA which (i) is subject to any provision Each of the Acquiror's Compensation and Benefit Plans has been administered in accordance with the terms thereof and with applicable law, including ERISA and the Code. Each of the Acquiror's Pension Plans which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and, except as Previously Disclosed, the Acquiror is not aware of any circumstances reasonably likely to result in the revocation or denial of any such favorable determination letter. There is no pending or, to the Acquiror's knowledge, threatened litigation or governmental audit, examination or investigation relating to the Acquiror's Compensation and Benefit Plans. (ii) No liability under Title IV of ERISA (other than contributions and premiums required in connection therewith) has been or is or was at any time during the last 5 years maintained, administered or contributed reasonably expected to be incurred by the Seller Acquiror or any affiliate of its Subsidiaries with respect to any "single-employer plan" (as defined in within the meaning of Section 407(d)(74001 (a)(15) of ERISA) or Multiemployer Plan currently or formerly maintained by any of them, or the single-employer plan or Multiemployer Plan of any ERISA Affiliate. (iii) Except as Previously Disclosed, all contributions, premiums and covers payments required to have been made under the terms of any employee or former employee of the Seller Acquiror's Compensation and Benefit Plans or applicable law have been timely made or reflected in the Acquiror's SEC Documents. Neither any of the Acquiror's Pension Plans nor any ERISA Affiliate Plan of the Acquiror or any affiliate of its Subsidiaries has an "accumulated funding deficiency" (whether or under which not waived) within the Seller meaning of Section 412 of the Code or any affiliate has any liabilitySection 302 of ERISA. Such plans are referred to collectively herein as the "Employee Plans." None of the Employee Acquiror, any of its Subsidiaries or any ERISA Affiliate has provided, or is required to provide, security to, nor are there any circumstances requiring the imposition of a lien on the assets of the Company or any of its Subsidiaries with respect to, any Pension Plan or to any ERISA Affiliate Plan pursuant to ERISA or the Code. (iv) Under each of the Acquiror's Pension Plans wouldand ERISA Affiliate Plans, individually to the Acquiror's knowledge, there has been no material adverse change in the financial condition of any Pension Plan or collectivelyERISA Affiliate Plan (with respect to either assets or benefits) since the last day of the most recent plan year. (v) Except as Previously Disclosed, constitute an "neither the Acquiror nor any of its Subsidiaries has any obligations under any Acquiror Compensation and Benefit Plan to provide benefits, including death or medical benefits, with respect to employees (or their spouses, beneficiaries or dependents) of it or its Subsidiaries beyond the retirement or other termination of service of any such employee other than (A) coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the Code, (B) retirement or death benefits under any employee pension benefit plan" plan (as defined in under Section 3(2) of ERISA), including, without limitation, a "multiemployer plan," as defined in Section 3(37(C) of ERISAdisability benefits under any employee welfare plan that have been fully provided for by insurance or otherwise, or a "defined benefit plan," as defined in Section 3(35(D) 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 nature of any fund, reserve or other assets segregated for the purpose of satisfying such liability severance pay. (including for such purposes any fund established pursuant to Section 401(h) of the Codel). 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. The Seller has provided and/or identified on Schedule 4.16 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. The Seller 4.20.1 ONB has provided and/or identified on Schedule 4.16 previously made available to CVB copies of each "employee benefit plan," as defined in Section 3(3) of ERISA, of which ONB or any member of the same controlled group of corporations, trades or businesses as ONB within the meaning of Section 4001(a)(14) of ERISA ("ERISA Affiliates") is a sponsor or participating employer or as to which (i) ONB 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 ONB 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 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 ONB 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 ONB 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 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, other than the requirement to make amendments for which the regulatory remedial amendment period has not expired. As disclosed in a list furnished by ONB to CVB of all of ONB's Employee Plans, (the "ONB 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 material 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. (a) The Seller has provided and/or identified on Schedule 4.16 IALB Disclosure Letter contains a list identifying each "“employee benefit plan," ” as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which (i) is subject to any provision of ERISA ERISA, and (ii) is or was at any time during the last 5 years currently maintained, administered or contributed to by the Seller IALB, any Subsidiary or any affiliate other entity, trade or business that, together with IALB, would be treated as a single employer under the provisions of Sections 414(b), (c), (m) or (o) of the Code (“IALB ERISA Affiliate”), and covers any employee, director or former employee or director of IALB, any Subsidiary or any IALB ERISA Affiliate under which IALB or any IALB ERISA Affiliate has any liability. The IALB Disclosure Letter also contains a list of all “employee benefit plans” as defined under ERISA which have been terminated by IALB, any Subsidiary or any IALB ERISA Affiliate since January 1, 2010. Copies of such plans (and, if applicable, related trust agreements or insurance contracts) and all amendments thereto and written interpretations thereof have been furnished to First Merchants together with the three (3) most recent annual reports (Form 5500) prepared in connection with any such plan and the current summary plan descriptions (and any summary of material modifications thereto). Such plans are hereinafter referred to individually as an “Employee Plan” and collectively as the “Employee Plans.” The Employee Plans which individually or collectively would constitute an “employee pension benefit plan” as defined in Section 407(d)(73(2)(A) of ERISA) and covers any employee or former employee of ERISA are identified as such in the Seller or any affiliate or under which the Seller or any affiliate has any liability. Such plans are list referred to collectively herein as the "Employee Plansabove." 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. The Seller Copies of the following materials have been made available to the Invisa and the Company: (i) all current and prior plan documents for each Employee Plan or, in the case of an unwritten Employee Plan, a written description thereof, (ii) all determination letters from the IRS with respect to any of the Employee Plans, (iii) all current and prior summary plan descriptions, summaries of material modifications, annual reports and summary annual reports, (iv) all current and prior trust agreements, insurance contracts and other documents relating to the funding or payment of benefits under any Employee Plan, and (v) any other documents, forms or other instruments relating to any Employee Plan reasonably requested by Invisa or the Company. Each Employee Plan has provided and/or identified been maintained, operated and administered in compliance in all respects with its terms and any related documents or agreements and in compliance with all applicable Laws. There have been no prohibited transactions or breaches of any of the duties imposed on Schedule 4.16 “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Employee Plans that could result in any liability or excise tax under ERISA or the Code being imposed on UEP. Each Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has heretofore been determined by the IRS to be so qualified, and each "employee trust created thereunder has heretofore been determined by the IRS to be exempt from tax under the provisions of Section 501(a) of the Code, and nothing has occurred since the date of any such determination that could reasonably be expected to give the IRS grounds to revoke such determination. UEP has not nor has any member of UEP’s Controlled Group currently or at any time in the past had an obligation to contribute to a “defined 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(23(35) of ERISA, including, without limitationa pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a "“multiemployer plan," ” as defined in Section 3(37) of ERISA, ERISA or Section 414(f) of the Code or a "defined benefit “multiple employer plan," as defined in ” within the meaning of Section 3(35210(a) and subject to Title IV of ERISA, and no Employee Plan is maintained in connection with any trust described in ERISA or Section 501(c)(9413(c) of the Code. It With respect to each group health plan benefiting any current or former employee of UEP or any member of the Controlled Group that 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 subject to Section 4980B of 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 was subject to Section 401(h162(k) 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 , UEP and each member of the Seller under Controlled Group has complied with (i) the terms continuation coverage requirements 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(l162(k) of ERISAthe Code, there has been timely compliance in all material respects with all requirements imposed thereunderas applicable, and under Parts Part 6 and 7 of Subtitle B of Title I of ERISA generallyERISA, so that (ii) the Seller Health Insurance Portability and any affiliate have no Accountability Act of 1996, as amended and (iii) the Women’s Health 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 Cancer Rights Act 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.