Common use of Employee Benefit Programs Clause in Contracts

Employee Benefit Programs. (a) Schedule 3.24, 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 this Agreement. (b) Each Employee Program which is maintained by the Company 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 regarding its qualification under such section and has, in fact, been qualified under the applicable section of the Code for all time periods necessary for its intended operations. No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section. (c) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or 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, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program 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 made available to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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

Employee Benefit Programs. (a) Section 2.14(a) of the Company Disclosure Schedule 3.24, lists sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company at or any time during of its Subsidiaries (the three-year period ending on the date of this Agreement“Company Employee Programs”). (b) Each Company Employee Program which is maintained by the Company and which that 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 with respect to such section and hasqualification, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in factaccordance with the requirements for such reliance, been qualified under or has time remaining for application to the applicable section IRS for a determination of the Code qualified status of such Company Employee Program for all time periods necessary any period for its intended operationswhich such Company Employee Program would not otherwise be covered by an IRS determination. No To the Knowledge of the Company, no event or omission has occurred which that would reasonably be expected to cause any such Company Employee Program intended to qualify under Section 401(a) of the Code to lose its qualification under or otherwise fail to satisfy the applicable Code sectionrelevant requirements to provide tax-favored benefits. (c) The Each Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program maintained by has been administered in all material respects in accordance with its terms and in accordance with ERISA, the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or Code and 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, in any taxes, penalties or other liability to the LLC or BuyerLaws. No litigation, arbitration, litigation 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 of the Company, threatened in writing with respect to any such Company Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable Laws) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued or otherwise adequately reserved on the Company Financial Statements except as would not be material. (d) Neither No Company Employee Program has been or is subject to Section 302 or Title IV of ERISA and/or Code Section 412, including a Multiemployer Plan, and the Company nor does not have any ERISA Affiliate (as defined below) (i) has ever maintained liability for any Employee Program which has been that is subject to title Title IV of ERISA (includingand that is or has been maintained, but not limited contributed to, any Multiemployer Plan or required to be contributed to by an ERISA Affiliate of the Company. None of the Company Employee Programs provides (as defined below)) or (ii) has ever provided provided) health care or any other non-pension welfare benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISAERISA or state continuation Laws to which the former employee pays all required premiums) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies For purposes of the following documents (if applicable to such Employee Program) have previously been made available to Buyer: this Section 2.14: (i) all documents embodying An entity “maintains” an Employee Program if such entity sponsors, contributes to, or governing provides benefits under or through such Employee Program, and or has any funding medium for the obligation (by agreement or under applicable Laws) to contribute to or provide benefits under or through such Employee Program, or if such Employee Program provides benefits to or otherwise covers or has covered employees of such entity (includingor their spouses, without limitationdependents, trust agreements) as they may have been amended; or beneficiaries). (ii) An entity is an “ERISA Affiliate” of the most recent IRS determination Company if it would have ever been considered a single employer with the Company or approval letter with respect to such Employee Program any Subsidiary of the Company under ERISA Section 4001(b) or Code Sections 401 or 501(c)(9Section 414(b), (c), or (m). (f) Notwithstanding any other provision of this Agreement, the representations and any applications for determination or approval subsequently filed with warranties contained in Section 2.14(a) through Section 2.14(e) constitute the IRS; (iii) sole and exclusive representations and warranties of the three (3) most recently filed IRS Forms 5500, with all applicable schedules Company and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or its Subsidiaries relating to ERISA and other descriptions of such Employee Program provided Laws relating to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherbenefits matters.

Employee Benefit Programs. (a) Schedule 3.24, 2.28 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 this AgreementClosing Date. (ba) Each Employee Program which is has ever been maintained by the Company and which is 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 has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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. (cb) The Company does and the Principal Stockholders do not know and has have no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA 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 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, in any taxes, penalties or other liability to the LLC Company or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. No Employee Program has any material unfunded or underfunded obligation to provide benefits to any past, current or future participant therein. (dc) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA (including, but not limited to, any Multiemployer 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. (ed) With respect to each Employee Program 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 made available delivered to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherother materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (e) For purposes of this Section:

Employee Benefit Programs. (a) The Disclosure Schedule 3.24sets forth a complete and correct list of all employee benefit plans, lists every Employee Program (as defined belowin Section 3(3) that has been maintained of the Employee Retirement Income Security Act of 1974, as amended (as defined below) “ERISA”), and all employment, compensation, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, split dollar insurance, supplemental retirement, severance, change of control, loans or other benefit plans, programs, arrangements or fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by the Company at on behalf of current or former directors, officers or employees of the Company, or for which the Company has any time during liability, contingent or otherwise (collectively, the three-year period ending on the date of this Agreement“Benefit Plans”). (b) Each Employee Program The Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable law in all material respects. All contributions and all payments and premiums required to have been made to or under any Benefit Plan have been timely and properly made (or otherwise properly accrued if not yet due), and nothing has occurred with respect to the operation of the Benefit Plans that would cause the imposition of any liability, penalty or tax under ERISA or the Code. (c) No Benefit Plan is subject to Title IV of ERISA, or a multiemployer plan within the meaning of Section 3(37)(A) of ERISA. Neither the Company nor any trade or business (whether or not incorporated) which is maintained by or has ever been treated as a single employer with the Company and under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”), has incurred any liability under title IV of ERISA or Section 412 of the Code, except for such liability that has been paid in full. (d) There are no pending or, to knowledge of the Company, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any of the Benefit Plans. (e) Each of the Benefit Plans which is intended to qualify under be “qualified” within the meaning of Section 401(a) or 501(c)(9) 401 of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under and no event has occurred and no condition exists which would result in the revocation of any such section determination letter. Any voluntary employee benefit association which provides benefits to current or former employees of the Company, or their beneficiaries, is and has, in fact, has been qualified under the applicable section Section 501(c)(9) of the Code for all time periods necessary for its intended operations. No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code sectionCode. (cf) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (i) result in any payment becoming due to any current or former employee or director of the Company, (ii) increase any benefits under any Benefit Plan, or (iii) result in the acceleration of the time of payment, vesting or other rights with respect to any such benefits. (g) The Company does not know and has no reason maintain or have an obligation to knowcontribute to, or provide coverage under, any retiree life or retiree health plans or arrangements which provide for continuing benefits or coverage for current or former officers, directors or employees of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or 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, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) except (i) has ever maintained any Employee Program which has been subject to title IV as may be required under part 6 of Title I of ERISA (includingand at the sole expense of the participant or the participant’s beneficiary, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits pursuant to any employees after their employment is terminated (other than as required by part 6 a medical expense reimbursement account described in Section 125 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefitsthe Code. (eh) With respect None of the assets of any Benefit Plan is stock of the Company or any of its affiliates, or property leased to each Employee Program maintained or jointly owned by the Company within the three (3) years preceding the Closing, complete and correct copies or any of the following documents (if applicable to such Employee Program) have previously been made available to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherits affiliates.

Employee Benefit Programs. (a) Schedule 3.24, lists SCHEDULE 2.22 sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company and its Subsidiaries at any time during the three-year period beginning or ending on the date of this Agreementhereof. (b) Each Employee Program which is has ever been maintained by the Company or any of its Subsidiaries and which is 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 section. Each such Employee Program has, in fact, been remained qualified under the applicable section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the date hereof (or, if earlier, the date that all time periods necessary for its intended operationsof 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) The Company does not know and has no reason to know, nor should it reasonably know, of any material failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the CompanyCompany or any of its Subsidiaries. With respect to any Employee Program ever maintained by the Company, any Subsidiary or any affiliate thereof, there has occurred been no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975 of the Code4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or any of its Subsidiaries thereof to material liability either directly or indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirementsloss or expense. To the best knowledge of the Company, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, no litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or overtly threatened with respect to any such Employee Program. (d) Neither the Company Company, any of its Subsidiaries nor any affiliate thereof has incurred any liability under Title IV of ERISA Affiliate which has not been paid in full prior to the date hereof. There is no "accumulated funding deficiency" (as defined belowwhether or not waived) with respect to any Employee Program maintained by the Company or any Subsidiary thereof and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to Title IV of ERISA there (i) has ever been no "reportable event," within the meaning of Section 4043 of ERISA (for which the notice requirement is not waived under 29 C.F.R, Part 2615) and (ii) no event or condition which presents a material risk of plan termination. 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 maintained by the Company or any of its Subsidiaries, for all periods prior to the date hereof, either have been made or have been accrued (and all such unpaid but accrued amounts are described on SCHEDULE 2.22). Except as described in SCHEDULE 2.22, no Employee Program which has been maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to title IV of ERISA (includinghas ever had any "unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA, but not limited toas of the date hereof. Except as described in SCHEDULE 2.22, none of the Employee Programs maintained by the Company or any Multiemployer Plan (as defined below)) or (ii) Subsidiary thereof has ever provided or promised health care or any other non-pension benefits to any former employees after their employment is terminated (other than as required by part Part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits). (e) With respect to each Employee Program maintained by the Company or any of its Subsidiaries within the three (3) years preceding the Closingdate hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to BuyerParent: (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 amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 SCHEDULES 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 (vvi) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; . (vif) Except as disclosed in SCHEDULE 2.22 hereto, no collective bargaining agreement or other contract, written or oral, with any documents evidencing trade or labor union, employees' association or similar organization is in effect as of the date hereof with respect to any loan to an Employee Program that is a leveraged employee stock ownership of the Company or any of its Subsidiaries, and neither the Company, any of its Subsidiaries nor any affiliate has ever maintained or participated in any multiemployer plan; and , as defined in Section 3(37) of ERISA. (viig) all otherFor purposes of this section:

Employee Benefit Programs. (a) Schedule 3.24, lists 2.21 hereto sets forth a list of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by the Company at any time during prior to the three-year period ending on the date of this AgreementClosing Date. (b) Each Employee Program which is has ever been maintained by the Company and which is 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 and, to the best knowledge of the Company, has, in fact, been continuously qualified under the applicable section of the Code for all time periods necessary for its intended operationssince the effective date of 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) The Company does not know and Each Employee Program that has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or 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 or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the LLC Company or Buyerany of its Affiliates. No officer, director or employee of the Company has committed a material breach of any duty imposed upon fiduciaries by Title I of ERISA with respect to any Employee Program maintained by the Company. No 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 best knowledge of the Company threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program 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 made available to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otheror

Employee Benefit Programs. (a) Schedule 3.24, lists every The Company has never maintained (as defined below) an Employee Program (as defined below) that which has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of this Agreement. (b) Each Employee Program which is maintained by the Company and which is 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 has, in fact, been qualified under the applicable section of the Code for all time periods necessary for its intended operations. No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code sectionCode. (cb) The Company does not know and Each Employee Program that has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or 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 or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the LLC Company or Buyerany of its affiliates. No litigation, arbitration, 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 best knowledge of the Company, threatened with respect to any such Employee Program. (dc) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer 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. (ed) With respect to each Employee Program maintained by or on behalf of the Company within the three (3) years preceding the Closingor any affiliate since its incorporation, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Buyerthe Series B Outside Investors: (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 amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and 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 otherother materials reasonably necessary for the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (e) For purposes of this Section 2.20:

Employee Benefit Programs. (a) Section 2.17 of the Disclosure Schedule 3.24, lists or the Company SEC Documents sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during or to which the three-year period ending on Company has contributed over the date three years immediately preceding the Closing Date and (i) is subject to ERISA, (ii) involves the issuance of this Agreementoptions or other securities, or (iii) is otherwise material. (b) Each The terms and operation of each Employee Program comply with all applicable laws and regulations relating to such Employee Program. There are no unfunded obligations of the Company under any Employee Program. If required, each Employee Program which is has been maintained by the Company and which is has at any time been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or opinion or approval letter from the IRS regarding its qualification under such section Section (or an application for such a determination or opinion or approval letter is not yet due to be filed with the IRS with respect to any “disqualifying provision” within the meaning of Treasury Regulations, Section 1.401(b)-1 or has been timely filed and is pending with the IRS) and has, in fact, been qualified under the applicable section Section of the Code for from the effective date of such Employee Program through and including each Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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) Section. The Company does is not know and has no reason required to know, of make any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect payments or contributions to any Employee Program maintained by pursuant to any collective bargaining agreement or any applicable labor relations law, and all Employee Programs are terminable at the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 discretion of the Code, or breach of any duty under ERISA or other applicable law (including, Company 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, in any taxes, penalties or other liability to the LLC Company upon or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any following such Employee Programtermination. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program 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 made available to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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

Employee Benefit Programs. (a) Section 3.19 of the Target Disclosure Schedule 3.24sets forth a list of every employee benefit plan, lists every Employee Program stock option, bonus or incentive plan, severance pay policy or agreement, deferred compensation agreement, or any similar plan or agreement (as defined belowan "EMPLOYEE PROGRAM") that has been maintained (as defined below) by Target or any of the Company Target Subsidiaries or to which Target or any of the Target Subsidiaries has contributed at any time during the three-year period ending on the date hereof and (i) is subject to the Employee Retirement Income Security Act of this Agreement1974, as amended, (ii) involves the issuance of options or other securities, or (iii) is otherwise material. (b) The terms and operation of each Employee Program comply in all material respects with all applicable laws and regulations relating to such Employee Program. Except as set forth in Section 3.19 of the Target Disclosure Schedule, there are no unfunded obligations of Target under any retirement, pension, profit sharing, deferred compensation plan or similar program. Each Employee Program which is has been maintained by the Company Target and which is 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 has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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. Target is not required to make any payments or contributions to any Employee Program pursuant to any collective bargaining agreement or any applicable labor relations law. Except as set forth in Section 3.19 of the Target Disclosure Schedule, Target has never maintained or contributed to any Employee Program providing or promising any health or other nonpension benefits to terminated or retired employees, except to the extent required by law. (c) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or 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, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program maintained by Target during the Company within three-year period ending on the three (3) years preceding the Closingdate hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to BuyerAcquiror: (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 amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; and (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other.

Employee Benefit Programs. (a) Schedule 3.24, 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 this Agreementthe Closing. (b) Each Employee Program which is has ever been maintained by the Company and which is 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 has, has in fact, fact been qualified in all material respects under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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) The Company does not know Each Employee Program has been established and has no reason to knowadministered in accordance with its terms in all material respects, and is in compliance in all material respects with the applicable provisions of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by Retirement Income Security Act of 1974, as amended ("ERISA"), the CompanyCode and other applicable Laws and Regulations. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or 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 reasonably be expected to result, directly or indirectly, in any taxes, penalties or other liability to the Company, the LLC or BuyerAMG. No 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) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program 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 made available delivered to BuyerAMG: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherother materials reasonably necessary for AMG to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) Each Employee Program listed on Schedule 3.24 may be amended, terminated, modified or otherwise revised by the Company, including the elimination of any and all future benefit accruals under any Employee Program. (g) For purposes of this section:

Employee Benefit Programs. (a) Schedule 3.24, 2.28 lists every Employee ------------------------- ------------- Program (as defined below) that has been maintained (as defined below) by the either Company or any of their Subsidiaries at any time during the three-year period ending on the date of this AgreementClosing Date. (ba) Each Employee Program which is has ever been maintained by the either Company or any of its Subsidiaries and which is 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 has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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. (cb) The Neither Company does not know and nor any Stockholder knows or has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Companyeither Company or any of its Subsidiaries. With respect to any Employee Program ever maintained by the Companyeither Company or any of its Subsidiaries, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA 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 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, in any taxes, penalties or other liability to the LLC either Company, any Subsidiary or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. No Employee Program has any material unfunded or underfunded obligation to provide benefits to any past, current or future participant therein. (dc) Neither the Company Company, any Subsidiary nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA (including, but not limited to, any Multiemployer 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. (ed) With respect to each Employee Program maintained by the either Company or any Subsidiary 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 made available delivered to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherother materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (e) For purposes of this Section:

Employee Benefit Programs. (a) Schedule 3.24, lists SCHEDULE 2.21 sets forth a list of every Employee Program (as defined in paragraph (g)(i) below) that has been maintained (as defined below) by the Company and its Subsidiaries at any time during the three-year period beginning or ending on the date of this Agreementhereof. (b) Each Employee Program which is has ever been maintained by the Company or any of its Subsidiaries and which is 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 section. Each such Employee Program has, in fact, been remained qualified under the applicable section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the date hereof (or, if earlier, the date that all time periods necessary for its intended operationsof 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) The Company does not know and has no reason to know, of any failure of any party to comply is in compliance with any laws applicable with respect to the Employee Programs that have been maintained by the CompanyCompany or any of its Subsidiaries. With respect to any Employee Program ever maintained by the Company, any Subsidiary or any affiliate thereof, there has occurred been no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975 of the Code4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or any of its Subsidiaries thereof to material liability either directly or indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirements, loss or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the LLC or Buyerexpense. No litigation, arbitration, litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither None of the Company, any of its Subsidiaries or any affiliate thereof has incurred any liability under Title IV of ERISA which has not been paid in full prior to the date hereof. There is no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program maintained by the Company nor or any Subsidiary thereof and subject to Code Section 412 or ERISA Affiliate (as defined below) Section 302. With respect to any Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to Title IV of ERISA there (i) has ever been no "reportable event," within the meaning of Section 4043 of ERISA (for which the notice requirement is not waived under 29 C.F.R, Part 2615) and (ii no event or condition which presents a material risk of plan termination. 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 maintained by the Company or any of its Subsidiaries, for all periods prior to the date hereof, either have been made or have been accrued (and all such unpaid but accrued amounts are described on SCHEDULE 2.21). Except as described in SCHEDULE 2.21, no Employee Program which has been maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to title IV of ERISA (includinghas ever had any "unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA, but not limited toas of the date hereof. Except as described in SCHEDULE 2.21, none of the Employee Programs maintained by the Company or any Multiemployer Plan (as defined below)) or (ii) Subsidiary thereof has ever provided or promised health care or any other non-pension benefits to any former employees after their employment is terminated (other than as required by part Part 6 of subtitle B of title Title I of ERISA) or has ever promised to provide such post-termination benefits). (e) With respect to each Employee Program maintained by the Company or any of its Subsidiaries within the three (3) years 3)years preceding the Closingdate hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to BuyerParent: (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 amendedamended to the date hereof; (ii) ii the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iiiii) the three (3) most 3)(most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three (3) 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 (vvi) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; . (vif) Except as disclosed in SCHEDULE 2.21 hereto, no collective bargaining agreement or other contract, written or oral, with any documents evidencing trade or labor union, or association or organization of employees however denominated is in effect as of the date hereof with respect to the Company, any loan to an Employee Program that is a leveraged employee stock ownership plan; of its Subsidiaries or any of their employees, and (viiii) all othernone of the Company, any of its Subsidiaries or any affiliate has ever maintained or participated in any multiemployer plan, as defined in Section 3(37) of ERISA. (g) For purposes of this section:

Employee Benefit Programs. (a) Section 4.13(a) of the Seller Disclosure Schedule 3.24sets forth a list of each material “employee benefit plan” (within the meaning of Section 3(3) of ERISA), lists every Employee Program each “multiemployer” plan (within the meaning of Section 4001 of ERISA, and each other bonus, incentive compensation, deferred compensation, profit sharing, severance, equity plan, award or arrangement (such as defined below) that has been an option plan, stock, restricted stock, stock options, stock purchase, stock appreciation right or performance share), or any other similar plan, agreement, policy or understanding (whether written or oral, qualified or nonqualified), which provides benefits, or describes policies or procedures sponsored or maintained by Seller or any of its Subsidiaries in which the Business Employees participate in any country in the world (as defined below) by collectively, the Company at any time during the three-year period ending on the date of this Agreement“Business Benefit Plans”). (b) Seller has provided to Buyer complete and accurate copies of each of the following with respect to each of the Business Benefit Plans: (i) plan document and any amendment thereto; (ii) trust agreement or insurance contract (including any fiduciary liability policy or fidelity bond), if any; (iii) most recent IRS determination or opinion letter, if any; (iv) most recent annual report on Form 5500 required to be filed with the IRS (if any such report was required); and (v) summary plan description. (c) Except as set forth in Section 4.13(c) of the Seller Disclosure Schedule, each of the Business Benefit Plans, which are maintained or contributed to by Seller or any of its Subsidiaries, has been and is administered in compliance with its terms in all material respects and has been and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws, except as would not, individually or in the aggregate, have a Business Material Adverse Effect. (d) Each Employee Program which is maintained by of the Company and which Business Benefit Plans that is intended to qualify under be a qualified plan within the meaning of Code Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval opinion letter from the IRS regarding its qualification under such section and has, in fact, been qualified under the applicable section of the Code for all time periods necessary for its intended operations. No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code sectionthereunder. (ce) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program maintained by the Company, there has occurred no "prohibited transaction," Except as defined set forth in Section 406 of ERISA or Section 4975 4.13(e) of the CodeSeller Disclosure Schedule, or breach of any duty under ERISA or 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, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company neither Seller nor any ERISA Affiliate (as defined below) (i) of its Subsidiaries provides or has ever maintained any Employee Program which has been subject agreed to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care provide healthcare or any other non-pension benefits to any employees Business Employees after their employment is terminated (other than as required by part Part 6 of subtitle Subtitle B of title Title I of ERISA) ERISA or has ever promised to provide such post-termination benefitsstate health continuation laws). (ef) With Except with respect to each Employee Program maintained by the Company within the three (3agreements disclosed in Section 4.13(f) years preceding the Closing, complete and correct copies of the following documents (if applicable Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries is a party to such Employee Program) have previously been made available to Buyer: any written (i) all documents embodying agreement with any director, or governing Key Employee of Seller or any of its Subsidiaries with respect to the Business (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, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amendeddirector or Key Employee; (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 most recent IRS determination benefits of which shall be increased, or approval letter with respect to such Employee Program under Code Sections 401 the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or 501(c)(9), and the value of any applications for determination of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement; or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500any agreement, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions arrangement with any Key Employee of such Employee Program provided Seller or its Subsidiaries that could reasonably be expected to employees) and all modifications thereto; (v) give rise directly or indirectly to the payment of any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program amount that is a leveraged employee stock ownership plan; and (vii) all otherwould not be deductible by Buyer under Section 280G of the Code.

Employee Benefit Programs. (a) Section 3.19(a) of the Company Disclosure Schedule 3.24sets forth a true, lists complete and correct list of every material Employee Plan that is maintained by the Acquired Companies or with respect to which the Acquired Companies sponsor, participate in, are a party or contribute to, or with respect to which an Acquired Company could reasonably be expected to have any liability, including every Employee Program Plan that will be transferred to an Acquired Company pursuant to Section 6.16 or pursuant to the Reorganization Agreement and in all cases excluding any Company Employee Plan that is a Multiemployer Plan (as defined belowwithout regard to the materiality qualifier applicable to the disclosure on Section 3.19(a) that has been maintained (as defined below) by of the Company at any time during Disclosure Schedule, the three-year period ending on the date of this Agreement“Company Employee Plans”). (b) Each Employee Program which is maintained by Except as set forth in Section 3.19(b) of the Company Disclosure Schedule, each Company Employee Plan has been maintained in compliance in all material respects, with its terms and which with the requirements prescribed by applicable Law with respect to such Company Employee Plan. No Action is pending or, to the Company’s Knowledge, is threatened by or on behalf of any Company Employee Plan, by any employee or beneficiary covered under any such Company Employee Plan, as applicable, or otherwise involving any Company Employee Plan (other than routine claims for benefits). (c) No Combined Company, nor any “party in interest” or “disqualified person” with respect to the Company Employee Plans, has engaged in or been a party to a “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975(c) of the Code) not within an exemption applying thereto under Section 408 of ERISA or Section 4975(d) of the Code. Except as set forth in Section 3.7(a) of the Company Disclosure Schedule, neither the Combined Companies nor, to the Company’s Knowledge, any other fiduciary of any Company Employee Plan has any material liability for breach of fiduciary duty or any other failure to act or comply with applicable Law in connection with the administration or investment of the assets of any Company Employee Plan. (d) Copies of the following documents, with respect to each Company Employee Plan, where applicable, have been made available to Purchaser: (i) all documents embodying or governing such Company Employee Plan and any trust or other funding medium for the Company Employee Plan; (ii) the most recent IRS determination or opinion letter; (iii) the most recently filed IRS Form 5500; (iv) the most recent actuarial valuation report; (v) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto; and (vi) all material non-routine correspondence to and from any state or federal agency in the last three years. (e) Except as set forth in Section 3.19(e) of the Company Disclosure Schedule, each Company Employee Plan that 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 with respect to such section and hasqualification, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in factaccordance with the requirements for such reliance, been qualified under or has time remaining for application to the applicable section IRS for a determination of the Code qualified status of such Company Employee Plan for all time periods necessary any period for its intended operations. No event or omission has occurred which such Company Employee Plan would cause any such Employee Program to lose its qualification under the applicable Code sectionnot otherwise be covered by an IRS determination. (cf) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program maintained by the Company, there has occurred no "prohibited transaction," Except as defined set forth in Section 406 3.19(f) of ERISA or the Company Disclosure Schedule, no Company Employee Plan is a plan subject to Title IV of ERISA, Section 4975 412 of the Code, or breach Section 302 of any duty under ERISA or other applicable law (includingeach, without limitation, any health care continuation requirements or any other tax law requirementsa “Title IV Plan”). (g) With respect to each Title IV Plan to which the Combined Companies made, or conditions were required to favorable tax treatmentmake, applicable to contributions at any time during the plan year that includes the Closing Date and the five (5) preceding plan years: (i) No such plan), which could result, directly Title IV Plan is currently in “at risk” status within the meaning of Section 430 of the Code or indirectly, Section 303(i) of ERISA. (ii) None of the Combined Companies has engaged in any taxestransaction described in Section 4069 or 4212(c) of ERISA. (iii) Except as set forth in Section 3.19(g)(iii) of the Company Disclosure Schedule, penalties or other no liability to the LLC or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating for premiums to routine claims for benefitsthe Pension Benefit Guarantee Corporation (“PBGC”)) under Title IV of ERISA has been or, to the Knowledge of the Company, is pending expected to be incurred by the Combined Companies. (iv) All contributions required to be made with respect thereto (whether pursuant to the terms of such Title IV Plan or threatened applicable Law) have been made when due. (v) The PBGC has not instituted any proceedings to terminate any such Title IV Plan and, to the Knowledge of the Company, no condition exists that presents a material risk that such proceedings will be instituted. (vi) No Combined Company would reasonably be expected to have any liability with respect to any such Employee Programa Title IV Plan sponsored or contributed to by an ERISA Affiliate (other than another Combined Company). (dh) Neither Section 3.19(h) of the Company nor Disclosure Schedule sets forth a true and complete list of each Multiemployer Plan, to which the Combined Companies contribute, or is or was required to contribute at any ERISA Affiliate time during the plan year which includes the Closing Date and the five (5) preceding plan years, or to which or with respect to which the Combined Companies have material liability. Except as defined belowdisclosed in Section 3.19(h) of the Company Disclosure Schedule, none of the Combined Companies (i) has ever maintained has, within the preceding six (6) years, withdrawn in a complete or partial withdrawal, as such terms are defined in Sections 4203 and 4205 of ERISA, from any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any such Multiemployer Plan (as defined below)) or (ii) engaged in any transaction described in Section 4202 of ERISA that has ever provided resulted in any contingent liability of the Combined Companies that has not been satisfied in full. Section 3.19(h) of the Company Disclosure Schedule sets forth the amount of any withdrawal liability that has previously been assessed against the Combined Companies that remains unpaid, and the most recent estimate received from each such Multiemployer Plan of the amount of any additional withdrawal liability under each such Multiemployer Plan that would be assessed against the Combined Companies if a complete withdrawal from each such Multiemployer Plan occurred during the applicable year identified in the estimate. (i) None of the Company Employee Plans provides health care or any other non-pension benefits to any employees of the Company Group or any of their respective Subsidiaries after their employment is terminated (other than as required by part Part 6 of subtitle Subtitle B of title Title I of ERISAERISA or similar state Law or pursuant to the terms of any severance plan, agreement or arrangement as set forth in Section 3.19(a) or has ever promised to provide such post-termination benefitsof the Company Disclosure Schedule). (ej) With respect Each Company Employee Plan that constitutes a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (each, a “NQDC Plan”) has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No payment to each be made under any Company Employee Program maintained by Plan is, or to the Company’s Knowledge, will be, subject to penalties, Taxes or interest under Section 409A(a)(1) of the Code. (k) Except as set forth in Section 3.19(k) of the Company within the three (3) years preceding the ClosingDisclosure Schedule, complete and correct copies none of the following documents execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement (if applicable to such Employee Programeither alone or in conjunction with any other event) have previously been made available to Buyerwill: (i) all documents embodying result in, or governing such cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit under any Company Employee ProgramPlan to any employee, and any funding medium for officer, director or other service provider of the Employee Program (including, without limitation, trust agreements) as they may have been amendedCombined Companies; or (ii) result in any “parachute payment” as defined in Section 280G(b)(2) of the most recent IRS determination Code (whether or approval letter with respect not such payment is considered to such be reasonable compensation for services rendered) that would not be deductible by the Acquired Companies. (l) Except as set forth in Section 3.19(l) of the Company Disclosure Schedule, there have been no modifications of Company Employee Program under Code Sections 401 Plans or 501(c)(9)creation of new Company Employee Plans since January 1, 2013, that materially increased the costs of the Company Employee Plans, in the aggregate. (m) The Acquired Companies 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy their respective Affiliates (including the other Combined Companies) do not have any fiduciary liability insurance policyobligation to gross-up, indemnify or otherwise reimburse any employee or individual consultant for any Tax incurred by such employee or individual consultant, including under Section 409A or 4999 of the Code, or any interest or penalty related thereto. (n) related No Company Employee Plan is subject to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is the Laws of a leveraged employee stock ownership plan; and (vii) all othercountry other than United States.

Employee Benefit Programs. (a) Schedule 3.24, 2.25 lists every Employee Program (as defined below) that ------------- has been maintained (as defined below) by the Company Seller at any time during the three-year period ending on the date of this AgreementClosing Date. (b) Each Employee Program which is has ever been maintained by the Company Seller and which is 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 has, in fact, been continuously qualified under the applicable section of the Code for all time periods necessary for its intended operationssince the effective date of 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) The Company Seller does not know know, and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the CompanySeller. With respect to any Employee Program ever maintained by the CompanySeller, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA 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 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, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company Seller nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program maintained by the Company Seller 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 made available delivered to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherother materials reasonably necessary for Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) For purposes of this section:

Employee Benefit Programs. (a) Schedule 3.24, 3.22 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 this Agreementthe Closing. (b) Each Employee Program which is has ever been maintained by the Company and which is 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 (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or 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, in any taxes, penalties or other liability to the LLC Company or Buyerthe Surviving Corporation. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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 ERISAERISA or Section 4980B of the Code) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program 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 made available to BuyerParent: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherother materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) For purposes of this section:

Employee Benefit Programs. (a) Schedule 3.24, lists every The Company has never maintained (as defined below) an Employee Program (as defined below) that which has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of this Agreement. (b) Each Employee Program which is maintained by the Company and which is 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 has, in fact, been qualified under the applicable section of the Code for all time periods necessary for its intended operations. No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code sectionCode. (cb) The Company does not know and Each Employee Program that has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or 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 or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the LLC Company or Buyerany of its affiliates. No litigation, arbitration, 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 best knowledge of the Company, threatened with respect to any such Employee Program. (dc) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer 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. (ed) With respect to each Employee Program maintained by or on behalf of the Company within the three (3) years preceding the Closingor any affiliate since its incorporation, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to BuyerGoodxxx, Xxocter & Hoar XXX: (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 amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and 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 otherother materials reasonably necessary for the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (e) For purposes of this Section 2.20:

Employee Benefit Programs. (a) Schedule 3.24, lists 2.19 sets forth a list of every Employee Program ------------- (as defined below) that has been maintained (as such term is further defined below) by the Company at any time during the three-year period ending on the date of this AgreementClosing. (b) Each Employee Program which is has ever been maintained by the Company and which is 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 to the best knowledge of the Company has, in fact, been continuously qualified under the applicable section of the Code for all time periods necessary for its intended operationssince the effective date of 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) The Company does not know and Each Employee Program that has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have ever been maintained by the CompanyCompany has been maintained in all material respects in compliance with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA 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 other applicable law Code (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such planfor which there exists neither a statutory nor regulatory exemption), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any material taxes, penalties or other liability to the LLC Company or Buyerany of its Affiliates (as defined below). No officer, director or employee of the Company has committed a material breach of any duty imposed upon fiduciaries by Title I of ERISA with respect to any Employee Program maintained by the Company within the six years preceding the Closing Date. No 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 best knowledge of the Company and the Founders, threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits described in Section 3(1) of ERISA to any former employees after their employment is terminated or retirees of the Company or such Affiliate (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 benefitsbenefits which promise remains in effect. (e) With respect to each Employee Program maintained by or on behalf of the Company or any Affiliate 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 made available delivered to BuyerXxxxxxx, Procter & Xxxx: (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 amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to any such Employee Program intended to qualify under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; . (vif) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all otherFor purposes of this Section 2.19:

Employee Benefit Programs. (a) Schedule 3.24, 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 this Agreementthe Closing. (b) Each Employee Program which is has ever been maintained by the Company and which is 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 has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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) The Company does not know know, and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA 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 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, in any taxes, penalties or other liability to the LLC Company or the Buyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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 ERISAERISA or by any similar provision of state law) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program 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 made available delivered to the Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherother materials reasonably necessary for the Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) For purposes of this section:

Employee Benefit Programs. (a) Schedule 3.24, SCHEDULE 2.21 lists every Employee Program (as defined below) that Seller has been maintained (as defined below) by the Company maintained, contributed to or under which it has any liability at any time during since December 31, 1992. With respect to each such Employee Program, Seller has made available to Buyer true and complete copies of the three-year period ending on the date of this Agreementmost recent summary plan or other written description. (b) Each Employee Program which is has ever been maintained by Seller or any Affiliate with respect to any employees of Seller engaged in employment related to the Company Business and which is 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 has, in fact, been continuously qualified under the applicable section of the Code for all time periods necessary for its intended operationssince the effective date of 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) The Company does not know and has no reason All payments and/or contributions required to know, have been made (under the provisions of any failure agreements or other governing documents or applicable law) with respect to all Employee Programs ever maintained by Seller or any Affiliate with respect to any employees of Seller engaged in employment related to the Business, have been timely made. (d) Except as described in SCHEDULE 2.21, no Employee Program maintained by Seller or any party Affiliate with respect to any employees of Seller engaged in employment related to the Business (i) that is subject to Title IV of ERISA (other than a Multiemployer Plan, as defined in Section 3(37) of ERISA) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), or (ii) fails to comply with any laws provision of ERISA, other applicable to law, or any agreement which, in the Employee Programs that have been maintained by the Company. With respect case of either (i) or (ii) could subject Buyer to any Employee Program maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA material liability either directly or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirements, loss or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the LLC or Buyerexpense. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company Seller nor any ERISA Affiliate (as defined below) (i) has ever maintained a Multiemployer Plan, covering any employees of Seller engaged in employment related to the Business. None of the Employee Program which has been subject to title IV of ERISA (including, but not limited to, Programs ever maintained by Seller or any Multiemployer Plan (as defined below)) or (ii) Affiliate has ever provided health care or any other non-pension benefits to any employees of Seller engaged in employment related to the Business 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. (e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies For purposes of the following documents (if applicable to such Employee Program) have previously been made available to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherthis section:

Employee Benefit Programs. (a) Schedule 3.24, lists SCHEDULE 2.18 attached hereto sets forth a description of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by Seller or TLP and provided to any employees rendering services principally to the Company Business at any time during the three-year period ending on three (3) years prior to the date of this Agreementhereof. (b) Each Employee Program which is maintained by the Company and which is listed on SCHEDULE 2.18 hereto that 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 (the "IRS") regarding its qualification under such section and has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing Date (or, if earlier, the date that all time periods necessary for its of such Employee Program's assets were distributed). Neither Seller nor TLP maintains an Employee Program intended operations. No event or omission has occurred which would cause to qualify under Section 501(c)(9) of the Code and any such Employee Program to lose its qualification under previously maintained by Seller or TLP has been properly terminated in accordance with ERISA and the applicable Code sectionCode. (c) The Company does There has not know and has no reason to know, of been any failure of any party to comply with any laws applicable with respect to the any Employee Programs Program that have has been maintained by the CompanySeller or TLP. With respect to any Employee Program Programs now or heretofore maintained by the CompanySeller or TLP, there has 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 4975, other than as disclosed in the audited financial statements of the Code, such Employee Program or (ii) breach of any duty under ERISA or other applicable law which, in the case of either of (including, without limitation, any health care continuation requirements i) or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan(ii), which could result, result directly or indirectly, indirectly in any taxes, penalties or other liability to the LLC Buyer, Seller, TLP or Buyerany affiliate (as defined below). No 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 of Seller, threatened with respect to any such Employee Program. All payments and/or contributions required to have been made with respect to all Employee Programs either have been made or have been accrued. (d) Neither the Company Except as set forth in SCHEDULE 2.18 attached hereto, neither Seller, TLP nor any ERISA Affiliate (as defined below) of their respective affiliates has ever (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) 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) or has ever promised to provide such post-termination benefitsbenefits or (ii) maintained an Employee Program that is subject to Title IV of ERISA, Section 401(a) or Section 412 of the Code, including, without limitation, any Multiemployer Plan. (e) With respect to each Employee Program 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 made available to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an No Employee Program that is has been maintained by Seller or TLP will obligate Buyer to assume or perform any obligation thereunder as a leveraged employee stock ownership plan; and result of the transactions contemplated by this Agreement or any agreement or document executed pursuant hereto. (viif) all otherFor purposes of this Section 2.18:

Employee Benefit Programs. (a) Section 2.14(a) of the Company Disclosure Schedule 3.24, lists sets forth a list of every Employee Program maintained by any of the Group Companies (the “Company Employee Programs”). The Company has made available to Parent correct and complete copies (or, if a plan is not written, a written description) of all Company Employee Programs and amendments thereto in each case that are in effect as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on of the date hereof, and, to the extent applicable, (i) all related trust agreements, funding arrangements and insurance contracts now in effect, (ii) the most recent determination letter or opinion letter received regarding the tax-qualified status of this Agreementeach Company Employee Program intended to be so qualified, (iii) the most recent financial statements for each Company Employee Program, (iv) the current summary plan description for each Company Employee Program, (v) all actuarial valuation reports related to any Company Employee Programs, and (vi) all material correspondence involving any Company Employee Program sent to or received from any Governmental Authority. (b) Each Company Employee Program which is maintained by the Company has been administered in all material respects in accordance with its terms 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 regarding its qualification under such section and has, in fact, been qualified under the accordance with applicable section of the Code for all time periods necessary for its intended operationsLaws. No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section. (c) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or 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, in any taxes, penalties or other liability to the LLC or Buyer. No litigation, arbitration, litigation 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 of the Company, threatened in writing with respect to any such Company Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable Laws) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued or otherwise adequately reserved on the Company Financial Statements. (c) Each Company Employee Program may be amended, terminated, or otherwise discontinued by the Company after the Closing Date in accordance with its terms without material liability to any of the Group Companies, Parent or any of their respective Subsidiaries. (d) Neither the Company execution of this Agreement nor any ERISA Affiliate the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event (such as defined below) termination of employment), (i) has ever maintained entitle any Employee Program which has been subject current or former employee or other service provider to title IV of ERISA (includingany compensatory payment or benefit, but not limited toincluding any bonus, any Multiemployer Plan (as defined below)) retention, severance, retirement or job security payment or benefit, or (ii) has ever provided health care enhance any benefits or accelerate the time or payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other non-pension benefits to obligation under, any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA) Company Employee Program or has ever promised to provide such post-termination benefitsotherwise. (e) With respect to each Company Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable subject to such Employee Program) have previously been made available to Buyer: foreign Law (i) each such Company Employee Program required to be registered has been registered and has been maintained in all documents embodying material respects in accordance with applicable foreign Law, (ii) if intended to qualify for special Tax treatment, such Company Employee Program meets all material requirements for such treatment and (iii) if required under applicable Law to be funded or governing book reserved, such Company Employee Program is funded or book reserved, as appropriate, in all material respects to the extent so required by applicable Law. Each Company Employee Program subject to foreign Law that provides retirement benefits is a defined contribution plan. (f) For purposes of this Section 2.14: (i) An entity “maintains” an Employee Program if such entity sponsors, contributes to, or provides benefits under or through such Employee Program, and or has any funding medium for the obligation (by agreement or under applicable Laws) to contribute to or provide benefits under or through such Employee Program (includingProgram, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to if such Employee Program under Code Sections 401 provides benefits to or 501(c)(9), and any applications for determination otherwise covers 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 summary plan description for has covered current or former employees of such Employee Program entity (or their spouses, dependents, or beneficiaries). (g) Notwithstanding any other descriptions provision of such Employee Program provided this Agreement, the representations and warranties contained in Section 2.14(a) through Section 2.14(e) constitute the sole and exclusive representations and warranties of the Group Companies relating to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related Laws relating 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 otherbenefits matters.

Employee Benefit Programs. (a) Schedule 3.24, lists 2.23 hereto sets forth a list of every Employee ------------- Program (as defined below) that has been maintained (as such term is further defined below) by the Company EnzyMed at any time during the three-year period ending on the date of this Agreementhereof. (b) Each Employee Program which is has been maintained by the Company EnzyMed and which is 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 Internal Revenue Service ("IRS") regarding its qualification under such section and 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 (or, if earlier, the date that all of such Employee Program's assets were distributed). Except for all time periods necessary amendments made to the Code for its intended operations. No which the remedial amendment period has not expired, no event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section. (c) The Company does Except as set forth on Schedule 2.23 hereto, there has not know and has no reason to know, of ------------- been any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the CompanyEnzyMed which is reasonably likely to have a material adverse effect on EnzyMed. With respect to any Employee Program now or heretofore maintained by the CompanyEnzyMed, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA 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 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 indirectlyindirectly (including without limitation through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the LLC EnzyMed or Buyerany Affiliate (as defined below) which is reasonably likely to have a material adverse effect on EnzyMed. No 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 of EnzyMed, threatened with respect to any such Employee ProgramProgram which is reasonably likely to have a material adverse effect on EnzyMed. (d) Neither EnzyMed has not incurred any liability under Title IV of ERISA which will not be paid in full prior to the Company Closing. There has been no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by EnzyMed and subject to Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by EnzyMed and subject to Title IV of ERISA, there has been no (nor will be any ERISA Affiliate (as defined belowa result of the transaction contemplated by this Agreement) (i) has ever "reportable event," within the meaning of ERISA Section 4043, or the regulations thereunder (for which notice the notice requirement is not waived under 29 C.F.R. Part 2615) and (ii) event or condition which presents a material risk of plan termination or any other event that may cause EnzyMed to incur liability or have a lien imposed on its assets under Title IV of ERISA. 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 heretofore maintained any by EnzyMed, for all periods prior to the Closing, either have been made or have been accrued (and all such unpaid but accrued amounts are described on Schedule 2.23 hereto). Except as described on Schedule 2.23 ------------- ------------- hereto, no Employee Program which has been maintained by EnzyMed and subject to title Title IV of ERISA (includingother than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), but not limited toas of the Closing Date. EnzyMed has never maintained a Multiemployer Plan. Except as described on Schedule 2.23 hereto, any Multiemployer Plan (as defined below)) or (ii) none of the Employee Programs ever maintained by EnzyMed ------------- 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 of subtitle B of title I of ERISAERISA or the Iowa Extension of Coverage law, as applicable) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company EnzyMed within the three (3) years preceding the Closingdate hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Buyer: (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 amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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 otherwith respect to any Multiemployer Plan, any participation or adoption agreement relating to EnzyMed's participation in or contributions under such plan; (f) Except as set forth on Schedule 2.23 hereto, each Employee ------------- Program maintained by EnzyMed as of the date hereof is subject to termination by the Board of Directors of EnzyMed without any further liability or obligation on the part of EnzyMed to make further contributions to any trust maintained under any such Employee Program following such termination. (g) For purposes of this Section 2.23:

Employee Benefit Programs. (a) Schedule 3.24, lists SCHEDULE 2.21 hereto sets forth a list of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by the Company at any time during prior to the three-year period ending on the date of this AgreementClosing Date. (b) Each Employee Program which is has ever been maintained by the Company and which is 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 and, to the best knowledge of the Company, has, in fact, been continuously qualified under the applicable section of the Code for all time periods necessary for its intended operationssince the effective date of 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) The Company does not know and Each Employee Program that has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or 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 or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the LLC Company or Buyerany of its Affiliates. No officer, director or employee of the Company has committed a material breach of any duty imposed upon fiduciaries by Title I of ERISA with respect to any Employee Program maintained by the Company. No 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 best knowledge of the Company threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program maintained by or on behalf of the Company within the three (3) years preceding or any Affiliate prior to the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Buyercounsel to the Investors: (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 amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed all IRS Forms 55005500 filed, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and 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 otherother materials reasonably necessary for the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, all health care continuation requirements). (f) For purposes of this Section 2.21:

Employee Benefit Programs. (a) Schedule 3.24, lists 2.24 attached hereto sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company Seller or an Affiliate at any time during the threesix-year period ending on the date of this Agreement. (b) Closing Date. Each Employee Program which is has ever been maintained by the Company Seller or an Affiliate and which is 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 has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing Date (or, if earlier, the date that all time periods necessary for its intended operationsof 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) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company501(c)(9)). With respect to any Employee Program ever maintained by the CompanySeller or any Affiliate, there has occurred 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 of the Code4975, (ii) non-deductible contribution, or breach (iii) failure to comply with any provision of ERISA, other applicable law, or any agreement which, in the case of any duty under ERISA of (i), (ii) or other applicable law (iii), could subject the Seller or any Affiliate to liability either directly or indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirements, loss or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the LLC or Buyerexpense. No litigation, arbitration, litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending 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) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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. (e) With with respect to each all Employee Program Programs ever maintained by the Company within the three (3) years preceding Seller or any Affiliate, for all periods prior to the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available to Buyer: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance 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

Employee Benefit Programs. (a) Schedule 3.24, SCHEDULE 5.20 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 this AgreementClosing Date. (b) Each Employee Program which is has ever been maintained by the Company and which is 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 has, in fact, been qualified under the applicable section of the Code for from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all time periods necessary for its intended operationsof 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) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA 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 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, in any taxes, penalties or other liability to the LLC Company or BuyerZoll. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer 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. (e) With respect to each Employee Program 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 made available delivered to BuyerZoll: (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; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code 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 summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (v) any insurance policy (including any fiduciary liability insurance 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 . (viif) all otherFor purposes of this section: