Common use of Employee Benefit Programs Clause in Contracts

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs"). (b) Each ▇▇▇▇▇▇▇ Employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ Employee Program). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee Programs. With respect to any ▇▇▇▇▇▇▇ Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.

Employee Benefit Programs. (a) Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ RMSI or an Affiliate of ▇▇▇▇▇▇▇ RMSI (a "▇▇▇▇▇▇▇ RMSI Affiliate") ("▇▇▇▇▇▇▇ RMSI Employee Programs"). (b) Each ▇▇▇▇▇▇▇ RMSI Employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ RMSI Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ RMSI Employee ProgramProgram was terminated). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ RMSI Employee Programs. With respect to any ▇▇▇▇▇▇▇ RMSI Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any ----- provision of ERISA, other applicable law, or any agreement, or (iii) non-non- deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ RMSI or any ▇▇▇▇▇▇▇ RMSI Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇RMSI, threatened with respect to any such ▇▇▇▇▇▇▇ RMSI Employee Program. (d) Except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ RMSI Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-post- termination benefits, for a period of longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ RMSI prior to the date of this Agreement for a period of longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ RMSI Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ RMSI Employee Program) have previously been delivered or made available to RMSI▇▇▇▇▇▇▇: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ RMSI Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ RMSI Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ RMSI Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ RMSI Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ RMSI Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ RMSI Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ RMSI to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ RMSI Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, and no condition exists which would limit the right of ▇▇▇▇▇▇▇ RMSI or the ▇▇▇▇▇▇▇ RMSI Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ RMSI Employee Program. (g) No liability under Title IV or For purposes of this Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.5.7:

Employee Benefit Programs. (a) Section 5.7 Schedule 2.24 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")Closing. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9of the Code, and each associated trust which at any time has been intended to be exempt from taxation pursuant to Section 501(a) of the Code has received is the subject of a favorable determination determination, opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification or exemption from taxation, as applicable, under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified or tax exempt, as applicable, under the applicable section of the Code from for all periods for which the effective date applicable statute of such ▇▇▇▇▇▇▇ Employee Program limitations has not expired through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably The Company does not know and has no reason to know, of any material failure of any party to comply in any material respect with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained by the Company. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company for all periods for which the applicable statute of limitations has not expired, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision 4975 of ERISA, other applicable lawthe Code, or any agreementmaterial violation of, or (iii) non-deductible contribution, which, in the case material breach of any of (i)duty under, (ii), ERISA or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly other applicable law (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated continuation requirements (other than as required by under part 6 of subtitle B of title Title I of or ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iiiotherwise) has provided health care or any other non-pension benefits tax law requirements, or conditions to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Programfavorable tax treatment, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9plan), and which could result, directly or indirectly, in any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.taxes,

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.24 attached hereto sets forth a list of every material and significant Employee Program (as defined below) that is currently has been maintained by ▇▇▇▇▇▇▇ the Seller or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs"). (b) at any time during the six-year period ending on the Closing Date. Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Seller or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code section. Section (cincluding without limitation Code Sections 105, 125, 401(a) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee Programsand 501(c)(9)). With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Seller or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material non-deductible contribution, or (iii) failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, agreement which, in the case of any of (i), (ii), ) or (iii), could subject ▇▇▇▇▇▇▇ the Seller or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. . All payments and/or contributions required to have been made (dunder the provisions of any agreements or other governing documents or applicable law) Except as disclosed in Section 5.7 of with respect to all Employee Programs ever maintained by the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care Seller or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefitsAffiliate, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ all periods prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.Closing

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter SCHEDULE 2.27 sets forth a list of every material and significant Employee Program that is currently has been maintained by ▇▇▇▇▇▇▇ the Company or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate"including, without limitation, any entity or business which the Company or any Subsidiary has acquired by asset purchase, stock purchase, merger, consolidation or other similar transaction) ("▇▇▇▇▇▇▇ Employee Programs")at any time during the six-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No Except as set forth on SCHEDULE 2.27, no event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Except as set forth on SCHEDULE 2.27, each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ Except as set forth on SCHEDULE 2.27, neither the Company nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by the Company or any Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ the Company or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No Except as disclosed on SCHEDULE 2.27, no litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by the Company or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on SCHEDULE 2.27). (d) Except Neither the Company nor any Affiliate has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company or any Affiliate and subject to Title IV of ERISA, there has been no (nor will there be any as disclosed in Section 5.7 a result of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate transactions contemplated by this Agreement) (i) has maintained "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder, for which the notice requirement is not waived by the regulations thereunder, and (ii) event or condition which presents a material risk of a plan termination or any other event that may cause the Company or any Affiliate to incur liability or have a lien imposed on its assets under Title IV of ERISA. Except as described in SCHEDULE 2.27, no Employee Program which has been maintained by the Company or any Affiliate and subject to title Title IV of ERISA or Code (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"4001(a)(18), including, but not limited to, as of the Closing Date. Neither the Company nor any Affiliate has ever maintained a Multiemployer Plan. Except as described on SCHEDULE 2.27, (ii) none of the Employee Programs ever maintained by the Company or any Affiliate has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company within the six years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three six most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three six most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three yearssix years with respect to such Employee Program. (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed on SCHEDULE 2.27 may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 and no employee communications or provision of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit any Employee Program document has failed to effectively reserve the right of ▇▇▇▇▇▇▇ the Company or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA Each Employee Program ever maintained by the Company (including each non-qualified deferred compensation arrangement) has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate maintained in compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that has not been satisfied the offering of interests in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate such Employee Program be registered under the Securities Act of incurring any such liability1933, other than liability for premiums due to the PBGC (which premiums have been paid when due)as amended, and/or state "Blue Sky" laws. (h) The PBGC Each Employee Program ever maintained by the Company or an Affiliate has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan complied with the applicable notification and no condition exists that presents a material risk that such proceedings will be institutedother applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, the Mental Health Parity Act of 1996 and the Women's Health and Cancer Rights Act of 1998. (i) Except as disclosed in Section 5.7 For purposes of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ RMSI or an Affiliate of ▇▇▇▇▇▇▇ RMSI (a "▇▇▇▇▇▇▇ RMSI Affiliate") ("▇▇▇▇▇▇▇ RMSI Employee Programs"). (b) Each ▇▇▇▇▇▇▇ RMSI Employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ RMSI Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ RMSI Employee ProgramProgram was terminated). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ RMSI Employee Programs. With respect to any ▇▇▇▇▇▇▇ RMSI Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ RMSI or any ▇▇▇▇▇▇▇ RMSI Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇RMSI, threatened with respect to any such ▇▇▇▇▇▇▇ RMSI Employee Program. (d) Except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ RMSI Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period of longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ RMSI prior to the date of this Agreement for a period of longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ RMSI Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ RMSI Employee Program) have previously been delivered or made available to RMSI▇▇▇▇▇▇▇: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ RMSI Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ RMSI Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ RMSI Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ RMSI Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ RMSI Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ RMSI Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ RMSI to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ RMSI Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, and no condition exists which would limit the right of ▇▇▇▇▇▇▇ RMSI or the ▇▇▇▇▇▇▇ RMSI Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ RMSI Employee Program. (g) No liability under Title IV or For purposes of this Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.5.7:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.25 sets forth a list of every material and significant Employee Program ------------- that is currently has been maintained by ▇▇▇▇▇▇▇ the Company or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")at any time during the three-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.25 has, in fact, been qualified under the ------------- applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program)'s assets were distributed) and no amendment to any Employee Program or failure to amend any Employee Program has occurred with respect to which the remedial amendment period described in Treasury Regulation Section 1.401(b)-1 has expired. No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code sectionsection and each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption for surrender charge or comparable liability. (c) Neither ▇▇▇▇▇▇▇ the Company nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by the Company or any Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) ----- material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ the Company or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇the Company and the Stockholders, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. Notwithstanding anything to the contrary in subsection (b) and/or (c) of this Section 2.25, no representation is made as to the satisfaction of any formal requirements of the Code (relating to the documentation of such Employee Programs) with respect to which the remedial amendment period set forth in Section 401(b) of the Code, and any regulations, rulings or other releases thereunder has not yet expired. (d) Except as disclosed in Section 5.7 of Neither the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Company nor any ▇▇▇▇▇▇▇ Affiliate (i) has ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan")412, including, but not limited to, any Multiemployer Plan, (ii) except as disclosed in Schedule 2.25, has ever provided health care or any other non-non- ------------- pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months benefits or (iii) except as disclosed in Schedule 2.25, has ever provided health care or any other non-pension ------------- benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ the Company prior to the date of this Agreement for a period longer than 12 monthsAgreement. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company within the three years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed on Schedule 2.25 ------------- may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 and no employee communications or provision of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would any Employee Program document has ever purported to limit the right of ▇▇▇▇▇▇▇ the Company or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA Each Employee Program ever maintained by the Company (including each non-qualified deferred compensation arrangement) has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate maintained in compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that has not been satisfied the offering of interests in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to Employee Program be registered under the PBGC (which premiums have been paid when due)Securities Act and/or state "blue sky" laws. (h) The PBGC Each Employee Program ever maintained by the Company or an Affiliate has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan complied in all material respects with the applicable notification and no condition exists that presents a material risk that such proceedings will be institutedother applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, and the Mental Health Parity Act of 1996. (i) Except as disclosed in Section 5.7 For purposes of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.23 sets forth a complete and correct list of every material and significant Employee Program (as hereinafter defined) that has been maintained (as such term is currently maintained hereinafter defined) by ▇▇▇▇▇▇▇ or an Affiliate the Company at any time. The Company has heretofore delivered accurate and complete copies of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ all documents, agreements, instruments, filings and disclosures which contain descriptions of the rights and benefits granted to the participants in each Employee Programs")Program. (b) Each ▇▇▇▇▇▇▇ Except as set forth in Schedule 2.23, each Employee Program which that has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code Code, has either (i) received a favorable determination or approval letter from the IRS regarding its qualification under such section Section within the applicable remedial amendment period and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section Section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date Effective Time, or (orii) is a standardized, if earlier, regional prototype plan that has received a favorable opinion letter from the date that such ▇▇▇▇▇▇▇ Employee Program). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code sectionIRS. (c) Neither ▇▇▇▇▇▇▇ nor Except as set forth in Schedule 2.23 attached hereto, there has not been any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party the Company to comply in all material respects with any laws applicable with respect to any Employee Program (and each related trust insurance contract or fund), and each Employee Program (and each related trust, insurance contract or fund) has been administered or operated in accordance within the ▇▇▇▇▇▇▇ Employee Programsterms of the applicable controlling documents. With respect to any ▇▇▇▇▇▇▇ Employee Program, there has been occurred no (i) "“prohibited transaction," ” as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, or Breach of any duty under ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law. Except as set forth in Schedule 2.23 attached hereto, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) no Claim or other proceeding (other than those relating to routine claims Claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except Neither the Company nor any of its affiliates has maintained a “defined benefit plan” (as disclosed defined in Section 5.7 3(35) of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (iERISA) has maintained any Employee Program which has been or other plan subject to title Title IV of ERISA or Code the minimum fund requirements of Section 412 of the Code. Except as set forth in Schedule 2.23 attached hereto, all payments and/or contributions required to have been made (a "▇▇▇▇▇▇▇ Title IV Plan"under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs, for all periods prior to Closing (including, without limitation, payment of any premiums), including, but not limited to, either have been made or have been accrued. Neither the Company nor any Multiemployer Plan, (ii) of its affiliates has ever maintained a “multiemployer plan” within the meaning of ERISA Section 3(37). None of the Employee Programs has ever provided health care or any other non-pension benefits to any employees after their employment is was terminated (other than as required by part 6 the Consolidated Omnibus Budget Reconciliation Act of subtitle B of title I of ERISA)1985, as amended (“COBRA”) or any other health benefits law) or has ever promised to provide such post-termination benefits. Except as set forth on Schedule 2.23, for there are no promised increases in benefits (whether expressed, implied, oral or written) under any Employee Program, nor are there any obligations, commitments or understandings to continue any benefits under such Employee Program (whether expressed, implied, oral or written), except as required by COBRA. Each Employee Program may be modified, amended, or terminated by the Company at any time. As of the Effective Time, each Employee Program may be terminated by the Company or its affiliate without any further liability or obligation on the part of the Company or its affiliate, other than the payment of benefits pursuant to such program, and the termination of any Employee Program will not accelerate or increase any benefits payable under such program. Each Employee Program which is a period longer than 12 months “group health plan” within the meaning of Section 5000 of the Code has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA, and no tax payable on account of Section 4980B of the Code has been or (iii) has provided health care or any other non-pension benefits is expected to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 monthsbe incurred. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies Neither the execution of this Agreement nor the consummation of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: transactions contemplated hereby will (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and result in any funding medium for payment to be made by the ▇▇▇▇▇▇▇ Employee Program Company (including, without limitation, trust agreementsseverance, unemployment compensation, or parachute payment (as defined in Section 280G of the Code)) as they may have been amended becoming due to the date hereof; any employee, director or consultant, or (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program increase any benefits otherwise payable under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or For purposes of this Section 2.23 and as otherwise modified by ▇▇▇▇▇▇▇ referenced to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this Agreement:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.27 sets forth a list of every material and significant Employee Program that is currently has been maintained by ▇▇▇▇▇▇▇ the Company or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate"including, without limitation, any entity or business which the Company or any Subsidiary has acquired by asset purchase, stock purchase, merger, consolidation or other similar transaction) ("▇▇▇▇▇▇▇ Employee Programs")at any time during the six-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No Except as set forth on Schedule 2.27, no event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Except as set forth on Schedule 2.27, each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ Except as set forth on Schedule 2.27, neither the Company nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by the Company or any Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ the Company or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No Except as disclosed on Schedule 2.27, no litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject . All payments and/or contributions required to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to made (under the date hereof; (iiprovisions of any agreements or other governing documents or applicable law) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ all Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with Programs ever maintained by the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ Company or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liabilityAffiliate, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended all periods prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.either

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.20 attached hereto sets forth a list of every material and significant Employee Program that is currently has been maintained by ▇▇▇▇▇▇▇ the Company or an Affiliate of ▇▇▇▇▇▇▇ at any time during the six- (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")6)- year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has been is maintained by the Company or an Affiliate and which is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service (“IRS”) regarding its qualification under such section Section and except as disclosed in Section 5.7 of to the ▇▇▇▇▇▇▇ Disclosure Letter hasCompany’s knowledge, in fact, been nothing has occurred which would reasonably be expected to cause such Employee Program to fail to be so qualified under the applicable section Section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program’s assets were distributed). No To the Company’s knowledge, no event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification qualification, if applicable, or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any material redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material There has been no failure of the Company or any party Affiliate to comply with any laws or agreements (other than insignificant or immaterial non-compliance) applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that are maintained by the Company or any Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram that is maintained by the Company or any Affiliate, there has been no (i) "“prohibited transaction," ” as defined in Section 406 of the ERISA or Code Section 4975, (ii) material failure to ----- comply in any material respect with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any either of (i), ) or (ii), or (iii), could subject ▇▇▇▇▇▇▇ the Company or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇Company’s knowledge, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by the Company or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.20 attached hereto). (d) Except Neither the Company nor any Affiliate has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing. There has been no “accumulated funding deficiency” (whether or not waived) with respect to any Employee Program ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company or any Affiliate and subject to Title IV of ERISA, there has been no (nor will there be any as disclosed in Section 5.7 a result of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate transactions contemplated by this Agreement) (i) has maintained “reportable event,” within the meaning of ERISA Section 4043 or the regulations thereunder, for which the notice requirement is not waived by the regulations thereunder, and (ii) event or condition which presents a material risk of a plan termination or any other event that may cause the Company or any Affiliate to incur liability or have a lien imposed on its assets under Title IV of ERISA. No Employee Program which has been maintained by the Company or any Affiliate and subject to title Title IV of ERISA or Code (other than a Multiemployer Plan) has any “unfunded benefit liabilities” within the meaning of ERISA Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"4001(a)(18), including, but not limited to, as of the Closing Date. Neither the Company nor any Affiliate has ever maintained a Multiemployer Plan, (ii) . None of the Employee Programs maintained by the Company or any Affiliate has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company or any Affiliate within the six (6) years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered made available to RMSIBuyer: (i) all plan documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three six (6) most recently filed IRS Forms 5500, with all applicable schedules and accountants' ’ opinions attached thereto; (iv) the three six (6) most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all material correspondence to and from any state or federal agency within the last three yearssix (6) years with respect to such Employee Program (but excluding routine correspondence with such agencies, or correspondence related to workers’ compensation claims). (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed on Schedule 2.20 attached hereto may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ the Company or Affiliate, as applicable, to the greatest extent permitted by applicable law; provided, however, that any such amendment, modification or termination may not adversely affect an employee’s rights to accrued benefits, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 and no employee communications or provision of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit any Employee Program document has failed to effectively reserve the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate Company to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV Except as otherwise described on Schedule 2.20, each Employee Program maintained by the Company or Section 302 of ERISA any Affiliate (including each non-qualified deferred compensation arrangement) has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate maintained in material compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that has not been satisfied the offering of interests in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate such Employee Program be registered under the Securities Act of incurring any such liability, other than liability for premiums due to 1933 (the PBGC (which premiums have been paid when due)“Securities Act”) and/or state “Blue Sky” laws. (h) The PBGC Each Employee Program ever maintained by the Company or any Affiliate has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan complied in all material respects with the applicable notification and no condition exists that presents a material risk that such proceedings will be institutedother applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns’ and Mothers’ Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women’s Health and Cancer Rights Act of 1998. (i) Except as disclosed in For purposes of this Section 5.7 of 2.20: (i) “Employee Program” means (A) all employee benefit plans within the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 meaning of ERISA and Section 412 of the Code3(3), whether or including, but not waivedlimited to, as multiple employer welfare arrangements (within the meaning of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of ERISA Section 162(a)(13(40)), 162(m) or 280G of the Code.plans to

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter SCHEDULE 3.20 sets forth a list of every material and significant Employee Program (as defined below) that is currently has been maintained by ▇▇▇▇▇▇▇ Buyer or an Affiliate at any time during the period starting upon the organization of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs"). (b) Seller and ending on the date of the Closing. Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by Buyer or an Affiliate (as defined below) and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the date of the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code section. Section (cincluding, without limitation, Code Sections 105, 125, 401(a) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee Programsand 501(c)(9)). With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by Seller or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, or (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, agreement which, in the case of any either of (i), ) or (ii), or (iii), could subject ▇▇▇▇▇▇▇ Seller or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding All payments and/or contributions required to have been made (or investigation) under the provisions of any agreements or other proceeding (other than those relating to routine claims for benefitsgoverning documents or applicable law) is pending or, to the knowledge of ▇▇▇▇▇▇▇, threatened with respect to any such ▇▇▇▇▇▇▇ all Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has Programs ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care by Seller or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefitsAffiliate, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ all periods prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Programthe Closing, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may either have been amended to the date hereof; made or have been accrued (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three yearsunpaid but accrued amounts are described on SCHEDULE 3. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.25 sets forth a list of every material and significant Employee Program that is currently ------------- has been maintained by ▇▇▇▇▇▇▇ the Company or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")at any time during the six- year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ the Company nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by the Company or any Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ the Company or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of Neither the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Company nor any ▇▇▇▇▇▇▇ Affiliate (i) has ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan")412, including, but not limited to, any Multiemployer Plan, Plan or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company within the six years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI▇▇▇▇▇▇▇ ▇. ▇▇▇▇ of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed all IRS Forms 5500, with all applicable schedules and accountants' opinions attached theretothereto filed by the Company in the last three (3) years; (iv) the three most recent all actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee ProgramProgram filed by the Company in the last three (3) years; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three (3) years. (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed on Schedule 2.25 may ------------- be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program, and no employee communications or provision of any Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would document purports to limit the Company's or any Affiliate's right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA Each Employee Program ever maintained by the Company (including each non-qualified deferred compensation arrangement) has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate maintained in compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that has not been satisfied the offering of interests in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate such Employee Program be registered under the Securities Act of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due)1933 and/or state "Blue Sky" laws. (h) The PBGC Each Employee Program ever maintained by the Company or an Affiliate has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan complied with the applicable notification and no condition exists that presents a material risk that such proceedings will be institutedother applicable requirements of the Health Insurance Portability and Accounting Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, and the Mental Health Parity Act of 1996. (i) Except as disclosed in Section 5.7 For purposes of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 4.19 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule sets forth a list of every material and significant Employee Program (as defined below) that has been maintained (as such term is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate"further defined below) ("▇▇▇▇▇▇▇ Employee Programs")in connection with the Entities businesses at any time during the three-year period ending on the Closing. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by either Entity and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, has been continuously qualified under the applicable section of the Code from since the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ Employee Program). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor To the best knowledge of Seller, there is no, and Seller has no reason to know of, any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained in connection with the Entities businesses. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained in connection with the Entities businesses, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975the Employee Retirement Income Security Act of 1974, as amended (ii) material failure to ----- comply with any provision of "ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii"), or Section 4975 of the Code (iiifor which there exists neither a statutory nor regulatory exception), could subject ▇▇▇▇▇▇▇ or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any ▇▇▇▇▇▇▇ Affiliate other tax law requirements, or conditions to material liability either favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for ), in any damages, penalties, or taxes, penalties or other liability to the Seller, either Entity or any other loss or expenseof their affiliates. No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, or to the knowledge best of ▇▇▇▇▇▇▇Seller's knowledge, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d▇) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ the Seller, any Entity nor any ▇▇▇▇▇▇▇ Affiliate (as defined in subparagraph (f) below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Code Section 412 of the Code (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by or on behalf of either Entity within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIthe Purchaser: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) ), as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules attached thereto and related accountants' opinions attached theretoopinions; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondand any excess loss policy) related to such ▇▇▇▇▇▇▇ Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for the Seller or either Entity to perform any registration statement or other filing made pursuant of its responsibilities with respect to any federal or state securities law and Employee Program subsequent to the Closing (viii) all correspondence to and from any state or federal agency within the last three yearsincluding, without limitation, health care continuation requirements). (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination For purposes of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this Article 4.19:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter SCHEDULE 3.23 sets forth a list of every material and significant Employee Program (as defined below) that has been maintained (as such term is currently maintained further defined below) by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")the Company at any time during the three-year period ending on the date hereof. (b) Each ▇▇▇▇▇▇▇ Employee Program which has been maintained by a Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code Code, has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section.has (c) Neither ▇▇▇▇▇▇▇ nor Except as otherwise disclosed on SCHEDULE 3.23, there has not been any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to or the ▇▇▇▇▇▇▇ terms of any Employee ProgramsPrograms that have been maintained by the Company, except for any failures to comply that, individually or in the aggregate, would not have a material adverse effect on the properties, assets, business, financial condition or prospects of the Company. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram now or heretofore maintained by the Company, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975the Employee Retirement Income Security Act of 1974, as amended (ii) material failure to ----- comply with any provision of "ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii"), or (iii)Section 4975 of the Code, could subject ▇▇▇▇▇▇▇ or breach of any ▇▇▇▇▇▇▇ Affiliate to material liability either directly duty under ERISA or indirectly other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly (including without limitation through any obligation of indemnification or contribution) for in any damages, penalties, or taxes, penalties or other liability to the Company or any other loss or expenseAffiliate (as defined below). No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) investigation or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of Neither the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Company nor any ▇▇▇▇▇▇▇ Affiliate (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With Except as otherwise disclosed on SCHEDULE 3.23, with respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIthe Parent: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; and (viivi) any registration statement or other filing made pursuant documents evidencing any loan to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three yearsan Employee Program that is a leveraged employee stock ownership plan. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, maintained by the Company as of the date hereof is subject to amendment or otherwise modified termination by ▇▇▇▇▇▇▇ the Board of Directors of the Company without any further liability or obligation on the part of the Company to make further contributions to any trust maintained under any such Employee Program following such termination and the Company has not made any written or oral representations to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate contrary to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Programits employees. (g) No liability under Title IV or Section 302 For purposes of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this SECTION 3.23:

Employee Benefit Programs. (a) Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ RMSI or an Affiliate of ▇▇▇▇▇▇▇ RMSI (a "▇▇▇▇▇▇▇ RMSI Affiliate") ("▇▇▇▇▇▇▇ RMSI Employee Programs"). (b) Each ▇▇▇▇▇▇▇ RMSI Employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ RMSI Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ RMSI Employee ProgramProgram was terminated). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ RMSI Employee Programs. With respect to any ▇▇▇▇▇▇▇ RMSI Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ RMSI or any ▇▇▇▇▇▇▇ RMSI Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇RMSI, threatened with respect to any such ▇▇▇▇▇▇▇ RMSI Employee Program. (d) Except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ RMSI Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-post- termination benefits, for a period of longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ RMSI prior to the date of this Agreement for a period of longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ RMSI Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ RMSI Employee Program) have previously been delivered or made available to RMSIMerk▇▇▇: (i▇) all documents embodying or governing such ▇▇▇▇▇▇▇ RMSI Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ RMSI Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ RMSI Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ RMSI Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.modifications

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.23 sets forth a list of every material and significant Employee Program that is currently has been maintained by ▇▇▇▇▇▇▇ Seller or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs"). (b) at any time during the six-year period ending on the Closing Date. Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by Seller or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code") has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code section. Section (cincluding without limitation Code Sections 105, 125, 401(a) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee Programsand 501(c)(9)). With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by Seller or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, or (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, agreement which, in the case of any either of (i), ) or (ii), or (iii), could subject ▇▇▇▇▇▇▇ Seller or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding All payments and/or contributions required to have been made (or investigation) under the provisions of any agreements or other proceeding (other than those relating to routine claims for benefitsgoverning documents or applicable law) is pending or, to the knowledge of ▇▇▇▇▇▇▇, threatened with respect to any such ▇▇▇▇▇▇▇ all Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has Programs ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care by Seller or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefitsAffiliate, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of Schedule 2.27 lists every material and significant Employee Program (as defined below) that is currently has been maintained (as defined below) by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")any GB&C Entity at any time during the three-year period ending on the Closing date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by any GB&C Entity and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably No GB&C Entity knows or has reason to know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained by any GB&C Entity. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by any GB&C Entity, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly law (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, health care continuation requirements or any other loss tax law requirements, or expenseconditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to any GB&C Entity, or the Company. No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except No GB&C Entity or any Affiliate (as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by any GB&C Entity within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIthe Company: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereofamended; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any registration statement or other filing made pursuant of its responsibilities with respect to any federal or state securities law and Employee Program subsequent to the Closing (viii) all correspondence to and from any state or federal agency within the last three yearsincluding, without limitation, health care continuation requirements). (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination For purposes of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 3.22 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule sets forth a list of every material and significant Employee Program (as defined below) that has been maintained (as such term is currently maintained further defined below) by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")Prolab at any time prior to the Closing Date. (b) Each ▇▇▇▇▇▇▇ Except as set forth in Section 3.22 of the Disclosure Schedule, each Employee Program which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification Qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor Except as set forth in Section 3.22 of the Disclosure Schedule, there has not been any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee Programs. With respect to any ▇▇▇▇▇▇▇ Employee Program, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975the Employee Retirement Income Security Act of 1974, as amended (ii) material failure to ----- comply with any provision of "ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii"), or (iii)Section 4975 of the Code, could subject ▇▇▇▇▇▇▇ or breach of any ▇▇▇▇▇▇▇ Affiliate to material liability either directly duty under ERISA or indirectly other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly (including without limitation through any obligation of indemnification or contribution) for ), in any damages, penalties, or taxes, penalties or other liability to Prolab or any other loss or expenseAffiliate (as defined below). No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the best knowledge of ▇▇▇▇▇▇▇the Stockholders, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSINatrol: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to through the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.;

Employee Benefit Programs. (a) Section 5.7 Schedule 2.25 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company or any of its Subsidiaries at any time during the three-year period ending on the date of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")Closing. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a401 (a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably The Company does not know and has no reason to know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained by the Company or any of its Subsidiaries. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company or any of its Subsidiaries, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly law (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, health care continuation requirements or any other loss tax law requirements, or expenseconditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company, any Subsidiary, or Buyer. No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of Neither the ▇▇▇▇▇▇▇ Disclosure LetterCompany, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Subsidiary or any Affiliate (ias defined below) has ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.after

Employee Benefit Programs. (a) Section 5.7 Schedule 3.24 hereto lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")Closing. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section section, and except as disclosed has in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, fact been qualified in all material respects under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would could reasonably be expected to cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knowsEach Employee Program has been established and administered in accordance with its terms in all material respects, nor should any and is in compliance in all material respects with the applicable provisions of them reasonably knowthe Employee Retirement Income Security Act of 1974, of any material failure of any party to comply with any laws as amended ("ERISA"), the Code and other applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsLaws and Regulations. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 49754975 of the Code, (ii) material failure to ----- comply with or breach of any provision of ERISA, duty under ERISA or other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly law (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, health care continuation requirements or any other loss tax law requirements, or expenseconditions to favorable tax treatment, applicable to such plan), which could reasonably be expected to result, directly or indirectly, in any taxes, penalties or other liability to the Company, the LLC or AMG. No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇the Company or any Majority Stockholder, threatened with respect to any such ▇▇▇▇▇▇▇ Employee ProgramProgram and no facts or circumstances exist that could reasonably be expected to give rise to any such litigation, arbitration or proceeding. (d) Except as disclosed in Section 5.7 of Neither the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Company nor any ▇▇▇▇▇▇▇ ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIAMG: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereofamended; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for AMG to perform any registration statement or other filing made pursuant of its responsibilities with respect to any federal or state securities law and Employee Program subsequent to the Closing (viii) all correspondence to and from any state or federal agency within the last three yearsincluding, without limitation, health care continuation requirements). (f) Each ▇▇▇▇▇▇▇ Employee Program listed on Schedule 3.24 may be amended, terminated, modified or otherwise modified revised by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable lawCompany, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 For purposes of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs"). (b) Each ▇▇▇▇▇▇▇ Employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ Employee Program). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee Programs. With respect to any ▇▇▇▇▇▇▇ Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.

Employee Benefit Programs. (a) The Employee Programs maintained by Seller or an ERISA Affiliate or with respect to which Seller or an ERISA Affiliate has or may have liabilities are referred to herein as the “Seller Employee Programs”. Section 5.7 3.12(a) of the ▇▇▇▇▇▇▇ Seller Disclosure Letter Schedule sets forth a list of every material and significant each Seller Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")Program. (b) Each ▇▇▇▇▇▇▇ Seller Employee Program which has been is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in factto the Knowledge of Seller, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Seller Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Seller Employee Program’s assets were distributed). No To the Knowledge of Seller, no event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Seller Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ Seller nor any ▇▇▇▇▇▇▇ ERISA Affiliate knows, nor should any of them reasonably know, knows of any material failure of any party to comply in all material respects with any laws applicable with respect to the ▇▇▇▇▇▇▇ Seller Employee Programs. With respect to any ▇▇▇▇▇▇▇ Seller Employee Program, there has been no (i) "“prohibited transaction," ” as defined in Section 406 of ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable lawLaw, or any agreement, or (iii) non-non deductible contribution, which, in the case of any of (i), (ii), or (iii), could would subject ▇▇▇▇▇▇▇ Seller or any ▇▇▇▇▇▇▇ ERISA Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge Knowledge of ▇▇▇▇▇▇▇Seller, threatened with respect to any such ▇▇▇▇▇▇▇ Seller Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable Law) with respect to all Seller Employee Programs, for all periods prior to the Closing Date in all material respects, either have been made or have been accrued. (d) Except as disclosed in Neither Seller nor any ERISA Affiliate has within the past six years maintained an Employee Program subject to Title IV of ERISA, Section 5.7 412 of the ▇▇▇▇▇▇▇ Disclosure LetterCode, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV Section 302 of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) . None of the Seller Employee Programs has ever in the past six years provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA)ERISA or state continuation laws or benefits in the nature of severance pay pursuant to an employment, severance or similar agreement) or has ever been promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Seller Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered or made available to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Seller Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Seller Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9)opinion letter, and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' ’ opinions attached thereto; (iv) the three most recent actuarial valuation reports report completed with respect to such ▇▇▇▇▇▇▇ Seller Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Seller Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Seller Employee Program provided to employees) and all subsequent modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Seller Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all material correspondence to and from any state or federal agency within the last three yearsyears with respect to such Seller Employee Program. (f) Each ▇▇▇▇▇▇▇ Seller Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee ProgramSeller in accordance with its terms. (g) No liability under Title IV Except as set forth in Section 3.12(g) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries is a party to any employment or Section 302 consulting agreements with any current or former manager, director, officer, or employee which required payment of ERISA has been incurred by ▇▇▇▇▇▇▇ cash compensation in the calendar year ended December 31, 2010 in excess of $100,000 or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied is expected to require payment of cash compensation in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate the calendar year ending December 31, 2011 in excess of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due)$100,000. (h) The PBGC has not instituted proceedings Except with respect to terminate the agreements disclosed or described generally in Section 3.12(h) of the Seller Disclosure Schedule or as contemplated by this Agreement, neither Seller nor any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents of its Subsidiaries is a material risk that party to any oral or written (i) agreement with any stockholders, director, or employee of Seller or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Seller or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement or (B) providing any term of employment or compensation guarantee, or (C) severance benefits after the termination of employment of such proceedings will director or employee; or (ii) agreement or plan binding Seller or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan, any of the benefits of which shall be institutedincreased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. (i) Except as disclosed in Each Employee Program that is a “nonqualified deferred compensation plan” within the meaning of Section 5.7 409A of the ▇▇▇▇▇▇▇ Disclosure Letter, Code has been operated and maintained in material operational and documentary compliance with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value Section 409A of the assets Code since January 1, 2009. No Seller Stock Option is subject to Section 409A of such plan allocable to such accrued benefitsthe Code. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 For purposes of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of Schedule 2.22 lists every material and significant Employee Program (as defined below) that is currently has been maintained (as defined below) by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")Seller at any time during the three-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which Seller has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the complied with all Laws applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ Employee Program). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained by Seller. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by Seller, there has been occurred no (i) "“prohibited transaction," ” as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code, or breach of any duty under ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly Law (including, without limitation, through any obligation of indemnification health care continuation requirements or contribution) for any damagesother requirements under Tax Laws, or conditions to favorable Tax treatment, applicable to such plan), which would result, directly or indirectly, in any Taxes, penalties, or taxes, or any other loss or expenseliability to Purchaser. No litigation or governmental administrative proceeding (or investigation) or other proceeding Proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇Seller’s Knowledge, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (dc) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate Seller (i) has not maintained any Employee Program which has been subject to title Title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, Plan (as defined below)) and (ii) has not provided health care or any other non-pension benefits to any employees after their employment is was terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (ed) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by Seller within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered or made available to RMSIPurchaser or its counsel to the extent applicable or available: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereofamended; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' ’ opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; and (viv) any insurance policy (including without limitation any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (ge) No liability under Title IV or Section 302 For purposes of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this Section:

Employee Benefit Programs. (a) Section 5.7 Schedule 3.12(a) of the ▇▇▇▇▇▇▇ Seller Disclosure Letter Schedule sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ Seller or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ ERISA Affiliate") ("▇▇▇▇▇▇▇ Employee Programs"). (b) Each ▇▇▇▇▇▇▇ Employee Program which has been is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except such. Except as disclosed would not, individually or in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter hasaggregate, in facthave a Seller Material Adverse Effect, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ Employee Program). No no event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any material redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ Seller nor any ▇▇▇▇▇▇▇ ERISA Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by Seller or any ERISA Affiliate. With Except as would not, individually or in the aggregate, have a Seller Material Adverse Effect, with respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by Seller or any ERISA Affiliate, there has been no (i) "“prohibited transaction," ” as defined in Section 406 of ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable lawLaw, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ Seller or any ▇▇▇▇▇▇▇ ERISA Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇Seller, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable Law) with respect to all Employee Programs ever maintained by Seller or any ERISA Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued. (d) Except as disclosed in Section 5.7 Neither Seller nor any ERISA Affiliate has within the past six years maintained an Employee Program subject to Title IV of ERISA, including a Multiemployer Plan. None of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) Employee Programs has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ERISA or state continuation laws) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by Seller, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered made available to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' ’ opinions attached thereto; (iv) the three most recent actuarial valuation reports report completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all material correspondence to and from any state or federal agency within the last three yearsyears with respect to such Employee Program. (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed on Schedule 3.12(a) of the Seller Disclosure Schedule may be amended, terminated, or otherwise modified discontinued by ▇▇▇▇▇▇▇ Buyer after the Effective Time in accordance with its terms without material liability to the greatest extent permitted by applicable law, including the elimination Buyer or any of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Programits Subsidiaries. (g) No liability under Title IV Except as set forth in Section 3.12(g) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries is a party to any employment or Section 302 consulting agreements with any current or former manager, director, officer, or employee which required payment of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied cash compensation in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate the fiscal year ended April 30, 2007 in excess of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due)$400,000. (h) The PBGC has not instituted proceedings Except with respect to terminate the agreements disclosed in Section 3.12(h) of the Seller Disclosure Schedule, neither Seller nor any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents of its Subsidiaries is a material risk that such proceedings will be instituted. party to any written (i) Except as disclosed in Section 5.7 agreement with any stockholders, director, or employee of Seller or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Seller or any of its Subsidiaries of the ▇▇▇▇▇▇▇ Disclosure Letternature of any of the transactions contemplated by this Agreement, with respect to each ▇▇▇▇▇▇▇ Title IV Plan(B) providing any guaranteed period of employment or compensation guarantee, or (C) providing severance benefits after the present termination of employment of such director or employee; or (ii) agreement or plan binding Seller or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value any of the assets benefits of such which shall be calculated on the basis of any of the transactions contemplated by this Agreement. There is no contract, agreement, plan allocable or arrangement covering any individual that, by itself or collectively, would give rise to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in parachute payment subject to Section 302 of ERISA and Section 412 280G of the Code), whether or not waivednor has Seller made any such payment, as and the consummation of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior transactions contemplated herein shall not obligate Seller or any other entity to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail make any parachute payment subject to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code. (i) Each Employee Program that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been operated in material compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of Section 409A of the Code, the regulations and other guidance issued thereunder. No stock option granted under any Seller Stock Option Plan has any exercise price that was or may be less than the fair market value of the underlying stock as of the date the option was granted, or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option. (j) For purposes of this section:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.19 sets forth a list of every material and significant Employee Program (as defined below) that is currently has been maintained by ▇▇▇▇▇▇▇ the Company or an ERISA Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")at any time during the six-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ No Employee Program which has ever been maintained by the Company or an ERISA Affiliate, which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code and which has received requested a determination or approval letter from the Internal Revenue Service ("IRS") regarding its qualification under such section has been denied a favorable determination or approval letter from the IRS regarding its qualification under and each such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Employee Program has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ the Company nor any ▇▇▇▇▇▇▇ ERISA Affiliate knows, nor should has any of them reasonably know, Knowledge of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by the Company or any ERISA Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company or any ERISA Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ the Company or any ▇▇▇▇▇▇▇ ERISA Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by the Company or any ERISA Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.19). (d) Except as disclosed in Section 5.7 of Neither the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Company nor any ▇▇▇▇▇▇▇ ERISA Affiliate (i) has maintained incurred any Employee Program which has been subject to liability under title IV of ERISA which has not been paid in full prior to the Closing. There has been no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company or any ERISA Affiliate and subject to Code Section 412 (a "▇▇▇▇▇▇▇ or ERISA Section 302. With respect to any Employee Program maintained by the Company or any ERISA Affiliate and subject to Title IV Planof ERISA, there has been no (nor will there be any as a result of the transactions contemplated by this Agreement) (i) ")reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder, includingfor which the notice requirement is not waived by the regulations thereunder, but not limited to, any Multiemployer Plan, and (ii) event or condition which presents a material risk of a plan termination or any other event that may cause the Company or any ERISA Affiliate to incur liability or have a lien imposed on its assets under Title IV of ERISA. Except as described in Schedule 2.19, no Employee Program maintained by the Company or any ERISA Affiliate and subject to Title IV of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. With respect to each Multiemployer Plan maintained by the Company or any ERISA Affiliate, Schedule 2.19 states the amount of withdrawal liability or other termination liability that would be incurred by the Company or ERISA Affiliate if there were a cessation of operations or of the obligation to contribute to such plan as of the Closing Date. None of the Employee Programs ever maintained by the Company or any ERISA Affiliate has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company within the six years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three six most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three six most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all material correspondence to between the Company and from any state or federal agency within the last three yearssix years with respect to such Employee Program. (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed on Schedule 2.19 may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 and no provision of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit any Employee Program document has failed to effectively reserve the right of ▇▇▇▇▇▇▇ the Company or the ▇▇▇▇▇▇▇ ERISA Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA Each Employee Program ever maintained by the Company (including each non-qualified deferred compensation arrangement) has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate maintained in compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that has not been satisfied the offering of interests in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate such Employee Program be registered under the Securities Act of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due)1933 and/or state "Blue Sky" laws. (h) The PBGC Each Employee Program ever maintained by the Company or an ERISA Affiliate has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan complied with the applicable notification and no condition exists that presents a material risk that such proceedings will be institutedother applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women's Health and Cancer Rights Act of 1998. (i) Except as disclosed in Section 5.7 For purposes of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.24 sets forth a list of every material and significant Employee Program that is currently has ------------- been maintained by ▇▇▇▇▇▇▇ Seller or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate"as defined below) ("▇▇▇▇▇▇▇ Employee Programs")at any time during the six-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by Seller or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ Seller nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, knows of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by the Company or any Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by Seller or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ Seller or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program.. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by Seller or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.24). ------------- (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Neither Seller nor any ▇▇▇▇▇▇▇ Affiliate (i) has ever maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan")or ERISA Section 302, including, but not limited to, any Multiemployer Plan, Plan or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), ) or has ever promised to provide such post-post- termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by Seller within the six years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three six most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three six most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three yearssix years with respect to such Employee Program. (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed on Schedule 2.24 may ------------- be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ Seller to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 and no employee communications or provision of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit any Employee Program document has failed to effectively reserve the right of ▇▇▇▇▇▇▇ Seller or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA Each Employee Program ever maintained by Seller (including each non-qualified deferred compensation arrangement) has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate maintained in compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that has not been satisfied the offering of interests in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate such Employee Program be registered under the Securities Act of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due)1933 and/or state "Blue Sky" laws. (h) The PBGC Each Employee Program ever maintained by Seller or an Affiliate has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan complied with the applicable notification and no condition exists that presents a material risk that such proceedings will be institutedother applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women's Health and Cancer Rights Act of 1998. (i) Except as disclosed in Section 5.7 For purposes of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 Schedule 4.23 lists every Employee Program (as defined below) that has been maintained (as defined below) by Seller at any time during the three-year period ending on the date of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")Closing. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by Seller and which has at any time been intended to qualify under Section 401(a) or 501(c)(9of the Code, and each associated trust which at any time has been intended to be exempt from taxation pursuant to Section 501(a) of the Code has received is the subject of a favorable determination determination, opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification or exemption from taxation, as applicable, under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified or tax exempt, as applicable, under the applicable section of the Code from for all periods for which the effective date applicable statute of such ▇▇▇▇▇▇▇ Employee Program limitations has not expired through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably Seller does not know and has no reason to know, of any material failure of any party to comply in any material respect with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained by Seller. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by Seller for all periods for which the applicable statute of limitations has not expired, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision 4975 of ERISA, other applicable lawthe Code, or any agreementmaterial violation of, or (iii) non-deductible contribution, which, in the case material breach of any of (i)duty under, (ii), ERISA or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly other applicable law (including, without limitation, through any obligation health care continuation requirements (under part 6 of indemnification subtitle B of Title I or contribution) for any damages, penaltiesERISA, or taxes, otherwise) or any other loss tax law requirements, or expenseconditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to Seller, Buyer or Nextera. No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇Seller, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Neither Seller nor any ▇▇▇▇▇▇▇ ERISA Affiliate (as defined below) has ever (i) has maintained any Employee Program which has been subject to title Title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, ERISA; (ii) has maintained any Multiemployer Plan (as defined below); or (iii) provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA)ERISA or benefits that continue for a brief period of time after termination of employment, for example for the balance of the month in which an employee terminates, or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months). (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by Seller within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSINextera: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereofamended; (ii) the most recent IRS determination determination, opinion or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9Sections 401 and 501(a), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any registration statement or other filing made pursuant of its responsibilities with respect to any federal or state securities law and Employee Program subsequent to the Closing (viii) all correspondence to and from any state or federal agency within the last three yearsincluding, without limitation, health care continuation requirements). (f) Each ▇▇▇▇▇▇▇ Neither Seller nor any ERISA Affiliate has any announced plan or legally binding commitment to create any additional Employee Program which is intended to cover employees or former employees of Seller or any ERISA Affiliate (with respect to their relationship with such entities) or to amend or modify any existing Employee Program which covers or has covered employees or former employees of Seller or any ERISA Affiliate (with respect to their relationship with such entities). (g) Each Employee Plan listed on Schedule 4.23 may be amended, terminated, modified or otherwise modified revised prospectively by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, Seller including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due)Plan. (h) The PBGC No event has not instituted proceedings occurred in connection with which Seller, any ERISA Affiliate or any Employee Program, directly or indirectly, could be subject to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that liability (A) under any statute, regulation or governmental order relating to any Employee Programs or (B) pursuant to any obligation of Seller or any ERISA Affiliate to indemnify any person against liability incurred under any such proceedings will be institutedstatute, regulation or order as they relate to the Employee Programs. (i) Except as disclosed in Section 5.7 described on Schedule 4.23, neither the execution and delivery of this Agreement by Seller nor the consummation of the ▇▇▇▇▇▇▇ Disclosure Lettertransactions contemplated hereby will result in the acceleration or creation of any rights of any person to benefits under any 32 Employee Program (including, with respect to each ▇▇▇▇▇▇▇ Title IV Planwithout limitation, the present value acceleration of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as vesting or exercisability of its latest valuation dateany stock options, the then current value acceleration of the assets vesting of such plan allocable to such accrued benefitsany restricted stock, or the acceleration or creation of any rights under any severance, parachute or change in control agreement). (j) No ▇▇▇▇▇▇▇ Title IV Plan Each Employee Program and related trust agreement or other funding instrument, as applicable, which covers or has covered employees or former employees of Seller or any trust established there under has incurred any "accumulated funding deficiency" ERISA Affiliate (as defined with respect to their relationship with such entities) is legally valid and binding and in Section 302 of ERISA full force and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Dateeffect. (k) No amounts payable There is no contract, agreement, plan or arrangement covering any employee or former employee of Seller or any ERISA Affiliate (with respect to its relationship with such entities) that, individually or collectively, provides for the payment by Seller or any ERISA Affiliate of any amount (i) that is not deductible under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code. (l) All contributions required to be made by Seller or any ERISA Affiliate with respect to any Employee Program due as of any date through and including the Closing Date have been made when due. (m) For purposes of this section:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of Schedule 2.25 lists every material and significant Employee Program (as defined below) ------------- that is currently has been maintained (as defined below) by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")the Seller at any time during the three-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Seller and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ Employee Program). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knowsThe Seller does not know, nor should any of them reasonably and has no reason to know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained by the Seller. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Seller, there has been occurred no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly law (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, health care continuation requirements or any other loss tax law requirements, or expenseconditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to Buyer. No litigation litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of Neither the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ Seller nor any ▇▇▇▇▇▇▇ Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, Multi-employer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part Part 6 of subtitle Subtitle B of title Title I of ERISA), ) or has ever promised to provide such post-post- termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Seller within the three years preceding the Closing, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereofamended; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Buyer to perform any registration statement or other filing made pursuant of its responsibilities with respect to any federal or state securities law and Employee Program subsequent to the Closing (viii) all correspondence to and from any state or federal agency within the last three yearsincluding, without limitation, health care continuation requirements). (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination For purposes of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter Schedule 2.22 hereto sets forth a list of every material and significant Employee Program (as hereinafter defined) that has been maintained (as such term is currently maintained hereinafter defined) by ▇▇▇▇▇▇▇ Seller or an Affiliate any of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")its subsidiaries or affiliates at any time during the 5-year period ending on the date hereof. (b) Each ▇▇▇▇▇▇▇ Except as set forth in Schedule 2.22 hereto, each Employee Program which has been maintained by Seller or any of its subsidiaries or affiliates and which has at any time been intended to qualify under Section 401(a) or 501(c)(9501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ nor Except as set forth in Schedule 2.22 hereto, there has not been any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party Seller to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have been maintained by Seller or any of its subsidiaries or affiliates. With respect to any ▇▇▇▇▇▇▇ Employee Program, Program now or heretofore maintained by Seller or any of its subsidiaries or affiliates,there has been occurred no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975the Employee Retirement Income Security Act of 1974, as amended (ii) material failure to ----- comply with any provision of "ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii"), or (iii)Section 4975 of the Code, could subject ▇▇▇▇▇▇▇ or breach of any ▇▇▇▇▇▇▇ Affiliate to material liability either directly duty under ERISA or indirectly other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly (including without limitation through any obligation of indemnification or contribution) for ), in any damages, penalties, or taxes, penalties or other liability to Seller or any other loss of its subsidiaries or expenseaffiliates. No litigation or Except as set forth in Schedule 2.22 hereto, no litigation, arbitration, governmental administrative proceeding (or investigation) investigation or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇Seller's Knowledge, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Neither Seller nor any of its subsidiaries or affiliates has incurred any liability under Title IV of ERISA which will not be paid in full prior to Closing. Except as disclosed set forth in Schedule 2.22 hereto, there has been no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by Seller or any of its subsidiaries or affiliates and subject to Code Section 5.7 412 or ERISA Section 302. With respect to any Employee Program maintained by Seller or any of its subsidiaries or affiliates and subject to Title IV of ERISA, there has been no (nor will there be any as a result of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate transaction contemplated by this Agreement) (i) has "reportable event," within the meaning of ERISA Section 4043, or the regulations thereunder (for which the notice requirement is not waived under 29 C.F.R. Part 2615) or (ii) event or condition which presents a material risk of plan termination or any other event that may cause Seller or any of its subsidiaries or affiliates to incur liability or have a lien imposed on its assets under Title IV or ERISA. Except as set forth in Schedule 2.22 hereto, all payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by Seller or any of its subsidiaries or affiliates, for all periods prior to Closing, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.22 hereto). Except as described in Schedule 2.22 hereto, no Employee Program which has been maintained by Seller or any of its subsidiaries or affiliates and subject to title Title IV of ERISA or Code (other than a Multiemployer Plan as hereinafter defined) has any "unfunded benefit liabilities" within the meaning of ERISA Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"4001(a)(18), including, but not limited to, as of the Closing Date. Neither Seller nor any of its subsidiaries or affiliates has ever maintained a Multiemployer Plan, (ii) . None of the Employee Programs ever maintained by Seller or any of its subsidiaries or affiliates has ever provided health care or any other non-pension benefits to any employees after their employment is was terminated (other than as required by part Part 6 of subtitle Subtitle B of title Title I of ERISA), ERISA or any other health benefits law) or has ever promised to provide such post-post- termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by Seller of any of its subsidiaries or affiliates within the five years preceding the date hereof, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIBuyer: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (Program, including, without limitation, trust agreements) as they may have been amended to through the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) 401 or 501(c)(9501(a), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the current summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all any material modifications theretoto such summary plan descriptions or other descriptions; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bondpolicy) related to such ▇▇▇▇▇▇▇ Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) any registration statement or other filing made pursuant with respect to any federal Multiemployer Plan, any participation or state securities law and (viii) all correspondence adoption agreement relating to and from any state such participation in or federal agency within the last three yearscontributions under such plan by Seller or any of its subsidiaries or affiliates. (f) Each ▇▇▇▇▇▇▇ Except as set forth in Schedule 2.22 hereto, each Employee Program maintained by Seller or any of its subsidiaries or affiliates as of the date hereof is subject to termination by the Board of Directors of such Seller or any of its subsidiaries or affiliates, as the case may be amendedbe, terminated, without any further liability or obligation on the part of Seller or any of its subsidiaries or affiliates to make further contributions to any trust maintained under any such Employee Program following such termination. (g) Buyer will not adopt or in any way become a successor employer with respect to any such Employee Program. Except as otherwise modified required by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any obligation, liabilities or responsibilities under COBRA with respect to any such Employee Program will be satisfied by Seller, and Buyer shall have no obligations, liabilities or responsibilities under COBRA with respect to any such Employee Program. Seller shall indemnify Buyer for any and all future benefit accruals liability imposed by law under COBRA with respect to any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in For purposes of this Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.2.22:

Employee Benefit Programs. (a) Section 5.7 of the Merk▇▇▇ ▇▇▇▇▇▇▇ Disclosure closure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇Merk▇▇▇ or ▇▇ an Affiliate of ▇▇▇▇Merk▇▇▇ (a ▇ "Merk▇▇▇ ▇▇▇▇▇▇▇ Affiliateiliate") ("Merk▇▇▇ ▇▇▇▇▇▇▇ Employee loyee Programs"). (b) Each Merk▇▇▇ ▇▇▇▇▇▇▇ Employee loyee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the Merk▇▇▇ ▇▇▇▇▇▇▇ Disclosure closure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such Merk▇▇▇ ▇▇▇▇▇▇▇ Employee loyee Program through and including the Closing Date (or, if earlier, the date that such Merk▇▇▇ ▇▇▇▇▇▇▇ Employee loyee Program). No event or omission has occurred which would cause any such Merk▇▇▇ ▇▇▇▇▇▇▇ Employee loyee Program to lose its qualification under the applicable Code section. (c) Neither Merk▇▇▇ ▇▇▇ any Merk▇▇▇ ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate iliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the Merk▇▇▇ ▇▇▇▇▇▇▇ Employee loyee Programs. With respect to any Merk▇▇▇ ▇▇▇▇▇▇▇ Employee loyee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject Merk▇▇▇ ▇▇ any Merk▇▇▇ ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate iliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. (d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSI: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit the right of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.those

Employee Benefit Programs. (a) Section 5.7 5.18 of the ▇▇▇▇▇▇▇ Company Disclosure Letter Schedule sets forth a list of every material and significant Employee Program that is currently has been maintained by ▇▇▇▇▇▇▇ the Company or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs")at any time during the five-year period ending on the Closing Date. (b) Each ▇▇▇▇▇▇▇ Employee Program which has ever been maintained by the Company or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that all of such ▇▇▇▇▇▇▇ Employee Program's assets were distributed). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code sectionSection (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) Neither ▇▇▇▇▇▇▇ the Company nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee ProgramsPrograms that have ever been maintained by the Company or any Affiliate. With respect to any ▇▇▇▇▇▇▇ Employee ProgramProgram ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ the Company or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, or threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by the Company or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued (and all such unpaid but accrued amounts are described in Section 5.18 of the Company Disclosure Schedule. (d) Neither the Company nor any Affiliate has ever maintained an Employee Program subject to Title IV of ERISA. Neither the Company nor any Affiliate has ever contributed to or been obligated to contribute to a Multiemployer Plan and neither the Company nor any Affiliate has ever had any collectively bargained employees. Except as disclosed set forth in Section 5.7 5.18 of the ▇▇▇▇▇▇▇ Company Disclosure LetterSchedule, during none of the last 3 years, neither ▇▇▇▇▇▇▇ nor Employee Programs ever maintained by the Company or any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part Part 6 of subtitle Subtitle B of title Title I of ERISA), ) or has ever promised to provide such post-termination benefits, for a period longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ prior to the date of this Agreement for a period longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ Employee ProgramProgram maintained by the Company within the five (5) years preceding the Closing Date, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ Employee Program) have previously been delivered to RMSIParent or its representatives: (i) all documents embodying or governing such ▇▇▇▇▇▇▇ Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three five (5) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ Employee Program (or other descriptions of such ▇▇▇▇▇▇▇ Employee Program provided to employees) and all modifications thereto; (viv) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ Employee Program; (viivi) any registration statement or other filing made pursuant to any federal or state securities law and (viiivii) all correspondence to and from any state or federal agency within the last three yearsfive (5) years with respect to such Employee Program. (f) Each ▇▇▇▇▇▇▇ Employee Program required to be listed in Section 5.18 of the Company Disclosure Schedule may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ Employee Program and, except as disclosed on Section 5.7 and no employee communications or provision of the ▇▇▇▇▇▇▇ Disclosure Letter, no condition exists which would limit any Employee Program document has failed to effectively reserve the right of ▇▇▇▇▇▇▇ the Company or the ▇▇▇▇▇▇▇ Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ Employee Program. (g) No liability under Title IV or Section 302 of ERISA Each Employee Program ever maintained by the Company (including each non-qualified deferred compensation arrangement) has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate maintained in material compliance with all applicable requirements of federal and state securities laws including (without limitation, if applicable) the requirements that has not been satisfied the offering of interests in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to Employee Program be registered under the PBGC (which premiums have been paid when due)Securities Act and/or state "Blue Sky" laws. (h) The PBGC Each Employee Program ever maintained by the Company or an Affiliate has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan complied with the applicable notification and no condition exists that presents a material risk that such proceedings will be institutedother applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, the Mental Health Parity Act of 1996, and the Women's Health and Cancer Rights Act of 1998. (i) Except as disclosed in Section 5.7 For purposes of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.this section:

Employee Benefit Programs. (a) Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ RMSI or an Affiliate of ▇▇▇▇▇▇▇ RMSI (a "▇▇▇▇▇▇▇ RMSI Affiliate") ("▇▇▇▇▇▇▇ RMSI Employee Programs"). (b) Each ▇▇▇▇▇▇▇ RMSI Employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ RMSI Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ RMSI Employee ProgramProgram was terminated). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section. (c) Neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ RMSI Employee Programs. With respect to any ▇▇▇▇▇▇▇ RMSI Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ RMSI or any ▇▇▇▇▇▇▇ RMSI Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇RMSI, threatened with respect to any such ▇▇▇▇▇▇▇ RMSI Employee Program. (d) Except as disclosed in Section 5.7 3.7 of the ▇▇▇▇▇▇▇ RMSI Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ RMSI nor any ▇▇▇▇▇▇▇ RMSI Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ RMSI Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), or has promised to provide such post-termination benefits, for a period of longer than 12 months or (iii) has provided health care or any other non-pension benefits to any individuals who were previously employed by entities acquired by ▇▇▇▇▇▇▇ RMSI prior to the date of this Agreement for a period of longer than 12 months. (e) With respect to each ▇▇▇▇▇▇▇ RMSI Employee Program, complete and correct copies of the following documents (if applicable to such ▇▇▇▇▇▇▇ RMSI Employee Program) have previously been delivered or made available to RMSIMerk▇▇▇: (i▇) all documents embodying or governing such ▇▇▇▇▇▇▇ RMSI Employee Program, and any funding medium for the ▇▇▇▇▇▇▇ RMSI Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three most recent actuarial valuation reports completed with respect to such ▇▇▇▇▇▇▇ RMSI Employee Program; (v) the summary plan description for such ▇▇▇▇▇▇▇ RMSI Employee Program (or 20 other descriptions of such ▇▇▇▇▇▇▇ RMSI Employee Program provided to employees) and all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such ▇▇▇▇▇▇▇ RMSI Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all correspondence to and from any state or federal agency within the last three years. (f) Each ▇▇▇▇▇▇▇ RMSI Employee Program may be amended, terminated, or otherwise modified by ▇▇▇▇▇▇▇ RMSI to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any ▇▇▇▇▇▇▇ RMSI Employee Program and, except as disclosed on Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, and no condition exists which would limit the right of ▇▇▇▇▇▇▇ RMSI or the ▇▇▇▇▇▇▇ RMSI Affiliate to so amend, terminate or otherwise modify such ▇▇▇▇▇▇▇ RMSI Employee Program. (g) No liability under Title IV or For purposes of this Section 302 of ERISA has been incurred by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate that has not been satisfied in full and no condition exists that presents a material risk to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate of incurring any such liability, other than liability for premiums due to the PBGC (which premiums have been paid when due). (h) The PBGC has not instituted proceedings to terminate any ▇▇▇▇▇▇▇ Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (i) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, with respect to each ▇▇▇▇▇▇▇ Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (j) No ▇▇▇▇▇▇▇ Title IV Plan or any trust established there under has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each ▇▇▇▇▇▇▇ Title IV Plan ended prior to the Closing Date. (k) No amounts payable under the ▇▇▇▇▇▇▇ Employee Programs will fail to be deductible for federal income tax purposes by virtue of Section 162(a)(1), 162(m) or 280G of the Code.5.7: