Common use of Employee Benefits and Related Matters Clause in Contracts

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser a true, complete and correct list, as of the date of this Agreement, of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect to each Target Entity Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities). (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser a trueParent agrees that, complete during the period commencing at the Effective Time and correct list, as ending on the first anniversary of the date Effective Time, the employees of this Agreement, of each material Target Entity Plan. With respect the Company and its Subsidiaries will continue to each material Target Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable: be provided with (i) truebase salaries and cash bonus opportunities (including annual and long-term cash bonus opportunities, complete but excluding any equity compensation) that are no less than the base salaries and correct copies of all plan documents cash bonus opportunities (but excluding any equity compensation) provided by the Company and related trust agreementsits Subsidiaries immediately prior to the Effective Time, insurance contracts or other funding arrangements; (ii) pension and welfare benefits that are no less favorable in the most recent annual funding reportaggregate than those currently provided by the Company and its Subsidiaries to such employees immediately prior to the Effective Time, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) severance benefits that are no less favorable than those set forth in Section 6.9(a) of the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangementCompany Disclosure Letter. (b) With respect to each Target Entity Plan that is intended to be qualified within From and after the meaning of Effective Time, Parent shall, or shall cause the Surviving Corporation to, assume, honor, fulfill and discharge the Company’s and its Subsidiaries’ obligations under the agreements identified in Section 401(a6.9(b) of the Code, Company Disclosure Letter in accordance with the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that terms of such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualificationagreements. (c) No Plan Parent will cause any employee benefit plans of Parent and its Subsidiaries which the employees of the Company and its Subsidiaries are entitled to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is participate in after the Effective Time (each such plan, a “multiple employer plan” sponsored New Plan”) to take into account for purposes of eligibility, vesting, and level of benefits thereunder service by more than one employeremployees of the Company and its Subsidiaries as if such service were with Parent to the same extent such service was credited under a comparable plan of the Company, within except to the meaning extent it would result in a duplication of Sections 4063 benefits, for purposes of qualifying for subsidized early retirement benefits or 4064 for any frozen (as of ERISAthe date hereof) New Plans. In addition, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) and without limiting the generality of ERISA. With respect the foregoing, immediately following the Effective Time, Parent shall use commercially reasonable efforts to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each waive all pre-existing conditions, exclusions, actively-at-work requirements, waiting periods and any other eligibility requirements of such New Plan is in compliance with Sections 412for such employee and his or her covered dependents to the extent they were inapplicable to, 430 or were satisfied under, the Benefit Plans, and 436 (y) cause any expenses incurred by any employee of the Code; (ii) there is no “accumulated funding deficiency” within Company or its Subsidiaries and his or her covered dependents pursuant to any Benefit Plan during the meaning of Code Section 412; (iii) no waiver portion of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor plan year of such ERISA Benefit Plan has arisen ending on the date such employee’s participation in the corresponding New Plan begins, to be taken into account under Sections 412(n) such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than her covered dependents for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than applicable plan year under the Target Entities)New Plan as if such amounts had been paid in accordance with the New Plan. (d) Each Target Entity Benefit Prior to the Effective Time, if requested by Parent in writing, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, the Company shall use reasonable best efforts to cause the Company’s 401(k) Plan has been maintainedto be terminated effective immediately prior to the Effective Time; provided, funded and administered that in all material respects in compliance with its terms and with all applicable Lawsthe event Parent requests that the Company’s 401(k) Plan be terminated, Parent shall cause (i) one or more of the New Plans that constitute a qualified defined contribution plan maintained for the benefit of participants under such 401(k) Plan to accept tax-free rollovers, including ERISA and the Code. To the knowledge of Sellerpromissory notes, no nonexempt “prohibited transaction” (as from such term is defined in Section 406 of ERISA and Section 4975 of the Code401(k) has occurred Plan with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect accounts of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B employees of the Code or as may Company and the Subsidiaries, and (ii) all active participants under the Company’s 401(k) Plan immediately prior to the Effective Time to be required under any other applicable Laweligible immediately following the Effective Time to participate in such New Plan. (e) No Target Entity hasNothing contained in this Section 6.9 shall (i) be treated as an amendment to any particular Benefit Plan, nor have (ii) give any third party any right to enforce the provisions of their respective managersthis Section 6.9 or (iii) obligate Parent, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates Surviving Corporation or any of their respective directors, officers Affiliates to maintain any particular plan or employees to any material liability under ERISA or any applicable Law. (f) None of retain the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Planparticular employee. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (ai) Seller has made available GCX will not make any changes to Purchaser a true, complete and correct list, as any Company Plan or Company Other Benefit Obligation without the written approval of the date Designated AMCE Representative. (ii) GCX will not make any grant, enter into or modify any (A) employment contracts with GCX management personnel, (B) employee incentive payout programs, (C) employee compensation raises (other than annual raises in the Ordinary Course of Business not exceeding 2%, or as required by a Legal Requirement, collective bargaining agreement or existing employment agreement), or (D) severance and retention plans or packages, without the prior written approval of the Designated AMCE Representative. (iii) GCX will not relocate management personnel without the prior written approval of the Designated AMCE Representative if such relocation is not in the Ordinary Course of Business and the costs of such relocation exceeds $5,000 per employee. (iv) GCX will provide AMCE copies of all registration statements filed with respect to any Company Plan. (v) GCX will provide AMCE copies of all reports submitted by third party administrators, actuaries, investment managers, consultants, or other independent contractors with respect to any Company Plan, Company Other Benefit Obligations, or Company VEBA. (vi) GCX will provide AMCE a copy of any Form 5500 filed with respect to each Company Plan during the Term of this Agreement, including all schedules and the opinions of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable: independent accountants. (ivii) true, complete and correct copies GCX will provide AMCE a copy of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued notices that were given by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty CorporationPBGC, or the Department of Labor to GCX or any other Governmental Authority. Neither Seller, nor of its ERISA Affiliates during the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangementTerm of this Agreement. (bviii) With respect to each Target Entity Plan that is intended to be qualified within GCX will provide AMCE a copy of any Form PBGC-1 filed in connection with any Title IV Plans during the meaning Term of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualificationthis Agreement. (cix) No Plan GCX will provide AMCE a copy of all notifications provided to which any Target Entity or any employees of their rights under ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA601 et sq. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities). (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under IRC Section 4980B of during the Code or as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None of the execution, delivery or performance Term of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit PlanAgreement. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller Set forth on Schedule 3.11(a) is a list of all Benefit Plans that are sponsored or maintained or contributed to by Parent (each, a "Parent Plan"). Neither the Company nor the Purchaser will have any material liability of any kind (whether direct or contingent) after the Closing with respect to any Parent Plan. (b) Set forth on Schedule 3.11(b) is a list of all Benefit Plans that are sponsored or maintained by the Company (each, a "Company Benefit Plan"). With respect to each Company Benefit Plan, the Company has delivered or made available to Purchaser a true, correct and complete copy of each writing constituting a part of such Company Benefit Plan (or, in the case of unwritten Company Benefit Plans, a complete and correct list, as of the date of this Agreement, accurate description of each material Target Entity Plan. With respect to each material Target Entity such Company Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity . No Company Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect to each Target Entity Plan that is intended to be a "qualified plan" within the meaning of Section 401(a) of the Code. Except as specifically provided in the foregoing documents delivered or made available to Purchaser, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the IRS Company undertaken to make any such amendments or to adopt or approve any new Company Benefit Plan. There has issued a favorable determination letter been no amendment, interpretation or opinion letter other announcement (written or advisory letter upon which oral) by the Target Entities are entitled to rely under IRS pronouncementsCompany, that any of its ERISA Affiliates or any other Person relating to, or change in participation or coverage under, any Company Benefit Plan that, either alone or together with other such plan is qualified under Section 401(a) of items or events, could materially increase the Code, and expense to the knowledge Company of Seller, no act maintaining such Company Benefit Plan (or omission has occurred since the date Company Benefit Plans taken as a whole) above the level of expense incurred with respect thereto for the most recent determination or opinion letter which would materially adversely affect its qualificationfiscal year included in the Financial Statements. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 All of the Code; Company Benefit Plans comply (iiand have, at all times complied) there is no “accumulated funding deficiency” within the meaning in form and in operation in all material respects with all applicable requirements of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; Law and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities). (d) Each Target Entity each Company Benefit Plan has been maintainedadministered at all times and in all material respects in accordance with its terms. All of the Parent Plans comply (and have, funded at all times complied) in form and in operation with all applicable requirements of Law, including the Code and ERISA and have been administered in all material respects in accordance with their terms, except, in each case, for such compliance with its terms and with all applicable Laws, including ERISA and failures and/or administration failures that would not result in a material liability to the CodeCompany. To the knowledge of Seller, There has been no nonexempt “"prohibited transaction” transactions" (as such term is defined described in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity of the Company Benefit Plans that could result in a material liability to the Company. (d) Each Benefit Plan that would reasonably is intended to be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax qualified under Section 4980B 401(a) of the Code (i) is the subject of an unrevoked favorable determination letter from the IRS with respect to its qualified status under the Code, as amended by the Tax Reform Act of 1986 and all subsequent legislation, including, without limitation, that legislation commonly referred to as "GUST" and "EGTRRA," (ii) has remaining a period of time under the Code or as may be required applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is a prototype or volume submitter plan that is entitled, under IRS Announcement 2001-77, to rely on the favorable opinion or advisory letter issued by the IRS to the prototype or volume submitter plan sponsor of the Seller Savings Plan. Nothing has occurred, or is reasonably expected by the Company or any other applicable Lawof its ERISA Affiliates to occur, that could adversely affect the qualification or exemption of the Seller Savings Plan or its related trust or group annuity contract. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with With respect to each Benefit Plan sponsored or maintained or contributed to (or required to be sponsored or maintained or contributed to) by the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates Company or any of their respective directors, officers its ERISA Affiliates at any time during the last six years that is subject to Title IV or employees to any material liability under Section 302 of ERISA or any applicable Law. (f) None Section 601 et seq. of the executionERISA or Section 412, delivery 4971 or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) 4980B of the Code) with respect , there does not now exist, nor, to the Target Entities Sellers' knowledge, do any circumstances exist that could constitute an “excess parachute payment” result in, any Controlled Group Liability (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.defined

Employee Benefits and Related Matters. (a) Section 3.18(a) of the Seller has made available to Purchaser Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of each material Target Entity Company Benefit Plan. With respect to each material Target Entity Company Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Company Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Company Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities Company or any of its Subsidiaries has communicated to any Employee any intention or commitment to amend or modify any Target Entity Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect to each Target Entity Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities Company or its Subsidiaries are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller’s knowledge, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (c) No Plan to which any Target Entity the Company or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity the Company or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; Code (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; , (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; , (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; ERISA and (v) neither any Target Entity the Company nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity Neither the Company nor any of its Subsidiaries could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target EntitiesCompany and its Subsidiaries). (d) Each Target Entity Company Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Sellerthe Company, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Company Benefit Plan that would reasonably be expected to subject the Target Entities Company or its Subsidiaries to any material liability. No Target Entity has Except as set forth on Section 3.18(d) of the Seller Disclosure Schedule, neither the Company nor any of its Subsidiaries have incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” Except as such term is defined in set forth on Section 3(213.18(e) of ERISAthe Seller Disclosure Schedule, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None none of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Company Benefit Plan Plan, or (iii) result in any forgiveness of indebtedness under any Target Entity Company Benefit Plan. (gf) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities Company and its Subsidiaries could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (hg) No Target Entity Neither the Company nor any of its Subsidiaries is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser Schedule 4.16 contains a truelisting of each Benefit Plan. Schedule 4.16 contains a separate listing of any “group health plan” (as defined in Section 607 of ERISA) sponsored by the Company, complete and correct list, as or an ERISA Affiliate that is not already listed under the terms of the date of this Agreement, of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangementpreceding sentence. (b) With respect to each Target Entity Each Benefit Plan that complies in all respects in form and operation with all applicable law including without limitation the ACA, ERISA and the Code. Each Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the CodeCode is so qualified, and the Internal Revenue Service has issued a favorable and current determination letter with respect to each such Benefit Plan, or with respect to a prototype plan, the Benefit Plan can rely on an opinion letter from the Internal Revenue Service to the knowledge of Sellerprototype plan sponsor, to the effect that such Benefit Plan is so qualified, and no act or omission event has occurred since (either before or after the date of the most recent letter) that would disqualify such Benefit Plan or is likely to result in the revocation of such determination letter or opinion letter which requires or would materially adversely affect its require action under the compliance resolution programs of the Internal Revenue Service to preserve such qualification. (c) No Plan to which any Target Entity or . Neither the Company nor any ERISA Affiliate has ever maintained, sponsored, contributed to, or had an any obligation to contribute is to, a “multiple employer plan” sponsored by more than one employer, within plan subject to Section 302 or Title IV of ERISA or Section 412 of the meaning of Sections 4063 or 4064 of ERISACode, or a “multiemployer plan” as such term is defined in Section 4001(a)(33(37) or 4001(a) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or , and neither the Company nor any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each any withdrawal liability under any such Plan is in compliance with Sections 412, 430 and 436 of multiemployer plan. Neither the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity Company nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could or reasonably be expected expects to incur any material liability or obligation by reason under Title IV of being on ERISA. Neither the Company nor any date an ERISA Affiliate of maintains or has ever maintained any Person (other than the Target Entities). (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or employee welfare benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” plan (as defined in Section 280G(cERISA) of the Codeproviding medical, health or life insurance or other welfare-type benefits for retirees (current or future) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-upor terminated employees, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity istheir spouses, or dependents. Neither the Company nor any ERISA Affiliate has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Codeany announced plan or legally binding commitment to terminate or modify any Benefit Plan.

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser Schedule 4.11(a) sets forth a true, correct and complete and correct list, as list of each Benefit Plan. None of the date Companies has any plan or commitment, whether legally binding or not, to create any additional Benefit Plan or modify or change any existing Benefit Plan that would affect any current or former employee, consultant or director of this Agreement, any of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller the Companies. (b) Each of the Companies has made available to Purchaser, with respect to all Benefit Plans, where applicable, correct and complete copies of the extent applicablefollowing: (i) true, complete all Benefit Plan documents (including all amendments thereto) for each written Benefit Plan or a written description of any Benefit Plan that is not otherwise in writing and correct copies the most recent summary plan description and any subsequent summaries of all plan documents and related trust agreements, insurance contracts material modifications or other funding arrangementsmaterial employee communications discussing any employee benefit provided thereunder; (ii) Forms 5500 as filed with the IRS for the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority three (including reports filed on Form 5500 with accompanying schedules and attachments), if any3) Benefit Plan years; (iii) all trust agreements with respect to the Benefit Plans; (iv) copies of any contracts with service providers and insurers providing benefits for participants or liability insurance or bonding for the sponsors, administrators or trustees of any Benefit Plan; (v) the most recent determinationeffective IRS determination letter for all Benefit Plans intended to be qualified under Section 401(a) of the Code; (vi) all handbooks, qualification or opinion letter or manuals, and similar document issued by any Governmental Authority for documents governing material employment policies, practices and procedures; and (vii) discrimination testing results with respect to each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect to each Target Entity Plan that is intended to be qualified “qualified” within the meaning of Section 401(a) of the CodeCode for the most recent three (3) Benefit Plan years. (c) With respect to each Benefit Plan: (i) each Benefit Plan has been administered in compliance in all material respects with its terms including, but not limited to, any provisions relating to contributions thereunder, and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other federal, state and other applicable Laws as they relate to such Benefit Plans (including, without limitation, provisions relating to filing, termination, reporting, disclosure and continuation coverage obligations pursuant to COBRA); (ii) except as set forth on Schedule 4.11(c), there are no proceedings, suits or claims (other than routine claims for benefits) pending, or to the Sellers’ Knowledge, threatened, with respect to any Benefit Plan, the assets of any trust thereunder, or the Benefit Plan sponsor or the Benefit Plan administrator with respect to the design or operation of any Benefit Plan; (iii) there is no pending or, to the Sellers’ Knowledge, threatened, proceeding, investigation or inquiry involving any Benefit Plan before the IRS or any other Governmental Authority; (iv) each Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has issued received from the IRS a favorable determination letter or opinion letter or advisory letter upon which is currently applicable stating that the Target Entities are entitled Benefit Plan is so qualified as to rely under IRS pronouncementsits form, that and any trust created pursuant to any such plan Benefit Plan is qualified exempt from federal Income Tax under Section 401(a501(a) of the Code, and to the knowledge of SellerSellers’ Knowledge, no act or omission nothing has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities). (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to adversely affect such qualification or exemption; and (v) none of the Companies has engaged in any transaction or acted or failed to act in a manner that could subject any of the Target Entities Companies to liability for a breach of fiduciary duty under ERISA, a civil penalty assessed pursuant to Section 502 of ERISA, or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code. (d) All contributions and premiums which the Companies are required to pay under the terms of each of the Benefit Plans or the Code, have, to the extent due, been paid in full or properly recorded on the Financial Statements or records of such Person, and all contributions, distributions, reimbursements and premium payments for any material liability. No Target Entity period ending on or before the Closing Date that are not yet due have been made or properly accrued, and none of the Benefit Plans or any trust established thereunder has incurred any current “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or projected material liability in respect not waived, as of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required the last day of the most recent fiscal year ended prior to avoid an excise Tax the date of this Agreement. No Lien has been imposed under Section 4980B 412(n) of the Code or as may be required under Section 302(f) of ERISA on the assets of any other applicable Lawof the Companies. (e) No Target Entity hasNone of the Companies nor any other entity which, together with any of the Companies, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”) currently maintains or sponsors, and no ERISA Affiliate has maintained or sponsored, a “pension plan” (within the meaning of Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code. None of the Companies nor have any of their respective managersERISA Affiliates has any current obligation to contribute, officers or employees or, and has not had an obligation to the knowledge of Sellercontribute to, any other “fiduciary,multiemployer plan” as such term is defined in (within the meaning of Section 3(213(37) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA ) or any other applicable Law with respect to “multiple employer plan” (within the Target Entity Benefit Plans which would subject meaning of Section 413(c) of the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable LawCode). (f) None No Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of any of the executionCompanies for periods extending beyond their retirement or other termination of service, delivery other than (i) coverage mandated by COBRA or performance other applicable Law, (ii) death or retirement benefits under any Benefit Plan or (iii) benefits the full cost of this Agreement which is borne by the current or former employee (or his or her beneficiary). (g) Except as set forth on Schedule 4.11(g), the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) hereby will not (i) entitle any Employee current or former employee, director, consultant or officer of any of the Companies to any severance pay, unemployment compensation or benefit, any other payment except as expressly provided for in this Agreement or as required by applicable Law; or (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amountamount of compensation due to any such employee, director, consultant or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Planofficer. (gh) No amountTo the Sellers’ Knowledge, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any there have been no “disqualified individualprohibited transactions” (as defined described in Section 280G(c) 406 of ERISA or Section 4975 of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) any of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related theretoBenefit Plans. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser Set forth on Schedule 7.13(a) is a true, complete and correct list, as list of the date of this Agreement, of each material Target Entity Planall Benefit Plans. With respect to each material Target Entity Benefit Plan, Seller has made available the Companies have provided to PurchaserLineage a true, correct, current, and complete (in all material respects) copy of each such Benefit Plan and, to the extent applicable: , (i) true, complete and correct copies of all plan documents and any related trust agreements, insurance contracts agreement or other funding arrangementsinstrument; (ii) the most recent annual funding report, IRS favorable determination or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if anyopinion letter; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment summary plan description and any pending application thereofmaterial modifications thereto; (iv) all current a summary plan descriptionsof any proposed amendments or changes anticipated to be made to the Benefit Plan at any time within the twelve (12) months immediately following the date hereof (other than any amendments required to be made by law); (v) all material amendments for the three (3) most recent years, to the extent any exist: (A) financial statements and modifications to any such Target Entity Benefit Plan(B) actuarial valuation reports; and (vi) for the last two (2) years, all material a written communications received from or sent to the IRS, the Pension description of any non-written Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangementPlan. (b) With All Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA, the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations and neither the Companies nor any “party in interest” or “disqualified person” with respect to each Target Entity Plan that is intended to be qualified the Benefit Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 401(a) 4975 of the CodeCode or Section 406 of ERISA. Neither the Companies, the IRS applicable named fiduciary nor, to the Companies’ knowledge, any other fiduciary has issued a favorable determination letter any liability for breach of fiduciary duty or opinion letter any other failure to act or advisory letter upon comply in connection with the administration or investment of the assets of any Benefits Plan. (c) All Benefit Plans which the Target Entities are entitled intended to rely under IRS pronouncements, that such plan is qualified qualify under Section 401(a) of the Code, Code (i) so qualify and any trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code and (ii) are the subject of a timely favorable determination letter from the IRS (or can rely on a determination letter obtained by a prototype or volume submitter plan sponsor) covering all of the provisions applicable to the knowledge Benefit Plan for which determination letters are currently available or has a remaining period of Seller, no act time under applicable regulations or omission IRS pronouncements in which to apply for such letter. No fact or event has occurred since the date of the most recent last such determination letter or opinion letter letters which would materially adversely affect its qualification. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason result in the revocation of being on any date an ERISA Affiliate of any Person (other than the Target Entities)determination(s) set forth therein. (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) No event has occurred with respect to any Target Entity Benefit Plan and no condition exists that would reasonably be expected to subject any of the Target Entities Companies either directly or by reason of its affiliation with any ERISA Affiliate to any material liability. No Target Entity has incurred tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and regulations with respect to any current or projected material liability in respect Benefit Plan. (e) None of the Benefit Plans provide for post-employment life or post-retirement healthhealth insurance, medical, benefits or life insurance benefits coverage for any Employeeparticipant or any beneficiary of a participant, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (e“COBRA”) No Target Entity hasand at the expense of the participant or the participant’s beneficiary. The Companies have complied in good faith with the Genetic Information and Nondiscrimination Act of 2008 and with the notice and continuation requirements of Section 4980B of the Code, nor have any COBRA, Part 6 of their respective managers, officers or employees or, to the knowledge Subtitle B of Seller, any other “fiduciary,” as such term is defined in Section 3(21) Title I of ERISA, committed any material breach and with the Health Insurance Portability Accountability Act and the regulations thereunder and each such Benefit Plan that is a group health plan (within the meaning of fiduciary responsibility imposed by ERISA or any other applicable Law Section 5000(b)(1) of the Code) complies with respect to the Target Entity Benefit Plans which would subject provisions of the Target Entities, their respective Affiliates or any Patient Protection and Affordable Care Act and Section 105(h) of their respective directors, officers or employees to any material liability under ERISA or any applicable Lawthe Code. (f) None There are no Actions pending or threatened in writing (other than routine uncontested claims for benefits and qualified domestic relations, medical or child support orders) involving any Benefit Plans, related trust or funding medium thereunder or involving any sponsor or other fiduciary thereof, and, to the Companies’ knowledge, no facts or circumstances exist that could give rise to any such Actions. No administrative investigation, audit or other administrative proceeding by the Department of Labor, the executionIRS or other Governmental Agency is pending, delivery in progress, or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or threatened in conjunction writing, in connection with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. (g) No amountExcept as set forth on Schedule 7.13(g), economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of neither the execution, execution and delivery and performance of this Agreement or nor the consummation of the transactions contemplated by this Agreement hereby will (whether alone i) result in any payment becoming due to any employee (current, former or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(cretired) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) any of the Code). No Employee is entitled to receive Companies, (ii) increase any gross-up, make-whole obligations or additional payment by reason of benefits otherwise payable under any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.Benefit Plan or

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser a true, complete Parent will cause any employee benefit plans of Parent and correct list, as its Subsidiaries which the employees of the date Company and its Subsidiaries are entitled to participate in after the Effective Time (each such plan, a “New Plan”) to take into account, for purposes of this Agreementeligibility, vesting, benefit accrual and eligibility to receive benefits thereunder, compensation and service by employees of each material Target Entity Plan. With the Company and its Subsidiaries as if such compensation and service were with Parent to the same extent such compensation and service were credited under a comparable plan of the Company, except (i) to the extent it would result in a duplication of benefits; or (ii) with respect to each material Target Entity benefit accrual under any defined benefit pension plan. In addition, and without limiting the generality of the foregoing, immediately following the Effective Time, Parent shall use its reasonable best efforts to (A) waive all pre-existing conditions, exclusions, actively-at-work requirements, waiting periods and any other eligibility requirements of such New Plan for such employee and his or her covered dependents to the extent they were inapplicable to, or were satisfied under, the Benefit Plans; and (B) cause any expenses incurred by any employee of the Company or its Subsidiaries and his or her covered dependents pursuant to any Benefit Plan during the portion of the plan year of such Benefit Plan ending on the date such employee’s participation in the corresponding New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year under the New Plan as if such amounts had been paid in accordance with the New Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) such amounts had been taken into account under the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity applicable Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect Nothing contained in this Section 6.9 shall (i) be treated as an amendment to any particular Benefit Plan or New Plan; or (ii) obligate Parent, the Surviving Corporation or any of their Affiliates to maintain any particular plan or retain the employment of any particular employee or limit the right of Parent, the Surviving Corporation and their Affiliates to amend, terminate or otherwise modify any particular Benefit Plan or New Plan. This Section 6.9 shall be binding upon and inure solely to the benefit of each Target Entity Plan that is intended to be qualified within the meaning of Section 401(a) of the Codeparties to this Agreement, the IRS has issued a favorable determination letter and nothing in this Section 6.9, express or opinion letter implied, shall create any third party beneficiary or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncementsother right in any other Person, that such plan is qualified under Section 401(a) including any current or former director, officer, employee or other service provider of the CodeCompany or any of its Subsidiaries (or any other individual associated therewith or any union, and to the knowledge of Sellerworks council or collective bargaining representative thereof) or any participant in a Benefit Plan, no act New Plan or omission has occurred since the date of the most recent determination other benefit plan, agreement or opinion letter which would materially adversely affect its qualificationarrangement (or any dependent or beneficiary thereof). (c) No Plan As soon as reasonably practicable following the date hereof (and in all cases prior to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted byClosing Date), the Internal Revenue Service; Company and its Subsidiaries shall complete the works council and trade union notifications and consultations they are required by applicable Laws to have completed prior to the Closing Date in connection with this Agreement, the Transactions and their respective effects and shall have complied with all other notification, consultation and similar obligations (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) whether statutory or 430(kcontractual) of the Code Company or Sections 303(k) or 4068 any of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability its Subsidiaries required to be complied with by them prior to the Pension Benefit Guaranty Corporation other than for Closing Date in connection with this Agreement, the payment of premiums, Transactions and there are no premium payments which have become due which are unpaidtheir respective effects. No Target Entity could reasonably be expected Prior to incur any material liability or obligation by reason of being on any date an ERISA Affiliate distribution of any Person correspondence or other documentation with respect to this Agreement, the Transactions or any of their respective effects to any of their employees or any works council, trade union or similar employee representative body, the Company and its Subsidiaries shall provide Parent and its counsel a reasonable opportunity to review and comment thereon (other than which comments shall be reasonably considered in good faith by the Target EntitiesCompany and its Subsidiaries). (d) Each Target Entity Benefit Plan has been maintainedThe Company shall (i) take all necessary or appropriate action under (and in accordance with) the Deferred Compensation Plans to provide that, funded on and administered after a date prior to the Closing Date, all payments under the Deferred Compensation Plans shall be made in cash with each stock unit held by a participant thereunder being converted, on the earlier of the applicable payment date following an event triggering distribution under the applicable plan or the Effective Time, into the right to a cash amount which, as of the Effective Time, shall be equal to the Per Share Merger Consideration, subject to the terms of the Deferred Compensation Plans; and (ii) take all material respects necessary or appropriate actions under (and in compliance with its terms and with all applicable Laws, including ERISA accordance with) the Deferred Compensation Plans and the Code. To 2005 Molex Supplemental Executive Retirement Plan, as amended (the knowledge of Seller“SERP”), no nonexempt “prohibited transaction” (as such term is defined to terminate the Deferred Compensation Plans and the SERP in accordance with Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B 409A of the Code or as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, on a date within the 30 day period prior to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect Closing Date and to provide that all payments and obligations under the Deferred Compensation Plans and the SERP shall be settled prior to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or Effective Time in conjunction accordance with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available No Acquired Company sponsors, participates in, or is an adopting employer of any benefit and compensation plans, Contracts, policies or arrangements covering Employees, including “employee benefit plans” within the meaning of Section 3(3) of ERISA, and any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- based, incentive, bonus and severance plans and all employment, severance and change in control agreements, and all amendments thereto (the “Benefit Plans”). All Benefit Plans, including all related summary plan descriptions, the most recent filed Form 5500 and any trust instruments, have been provided to Purchaser a true, complete and correct list, as of Buyer prior to the date of this Agreement, of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect Each Benefit Plan, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (each, a “Multiemployer Plan”), is in substantial compliance with its terms and with ERISA, the Code and other applicable Laws. Each Benefit Plan which is subject to each Target Entity Plan ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”) and that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and Code has received a favorable determination letter from the Internal Revenue Service covering all Tax Law changes prior to the knowledge Economic Growth and Tax Relief Reconciliation Act of Seller2004 and there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the qualified status of any such Benefit Plan. Except as would not be reasonably expected to have, no act individually or omission in the aggregate, a Material Adverse Effect, none of the Acquired Companies has occurred since engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any of the most recent determination Acquired Companies to a Tax or opinion letter which would materially adversely affect its qualificationpenalty imposed by Section 4975 or 4976 of the Code or Sections 409 or 502(i) of ERISA. (c) No Plan to which any Target Entity None of the Acquired Companies, or any entity which is considered one employer with any of the Acquired Companies under Section 4001 of ERISA Affiliate or Section 414 of the Code (i) maintains or contributes to or has ever had within the past six years (6) maintained or contributed to a Pension Plan that is subject to Subtitles C or D of Title IV of ERISA, or (ii) maintains or has an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, to or has within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3past six (6) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever years maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability contribute to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities)a Multiemployer Plan. (d) Each Target Entity Benefit Plan has been maintainedExcept as otherwise contemplated by Section 6.8 hereof, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and neither the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None of the execution, delivery or performance execution of this Agreement or nor the consummation of the transactions contemplated by this Agreement hereby will (whether either alone or in conjunction with upon the occurrence of any other additional or subsequent event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to severance pay or any compensation increase in severance pay upon any termination of employment after the date hereof, or benefit, (ii) accelerate the time of payment or vesting, vesting or trigger result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount, amount payable or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under other material obligation pursuant to, any Target Entity Benefit Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any Benefit Plans. Each Benefit Plan that is a “disqualified individualnonqualified deferred compensation plan” (as defined in Section 280G(c) 409A of the Code that is subject to Section 409A of the Code has been written and operated in compliance in all material respects with Section 409A of the Code) with respect , including good faith compliance in all material respects prior to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-upDecember 31, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto2008. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available From and after the Effective Time, Xxxxxx shall honor, or shall cause one of its Subsidiaries (including the Surviving Corporation) to Purchaser a truehonor, complete all contractual obligations under the Xxxxxx Plans and correct listRook Plans, including, without limitation, all such contractual obligations as set forth on Section 5.10(a) of the Xxxxxx Disclosure Letter. For all purposes under the employee benefit plans of Xxxxxx and its Subsidiaries (including the Surviving Corporation) providing benefits to any Continuing Employee after the Effective Time (the “New Plans”), and subject to applicable Law, each Continuing Employee shall be credited with his or her years of service with Rook, Xxxxxx or any of their respective Subsidiaries, as the case may be, before the Effective Time for purposes of the date of this Agreement, of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller has made available to Purchasereligibility and vesting, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Rook Plans or Xxxxxx Plans, as applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent except to the IRS, the Pension Benefit Guaranty Corporation, the Department extent such credit would result in a duplication of Labor or benefits and except for benefit accruals under any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect to each Target Entity Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities). (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, welfare or life insurance plan. In addition, and without limiting the generality of the foregoing, and subject to any applicable Law: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans which are welfare benefit plans to the extent coverage under such New Plan replaces coverage under a comparable Rook Plan or Xxxxxx Plan, as applicable, in which such Continuing Employee participated immediately before the Effective Time; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits for to any Continuing Employee, except Xxxxxx or the Surviving Corporation, as required applicable, shall use reasonable best efforts to avoid an excise Tax under Section 4980B cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and Xxxxxx or the Surviving Corporation, as applicable, shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the Code plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as may be required under any other applicable Lawif such amounts had been paid in accordance with such New Plan. (eb) No Target Entity hasNothing contained in this Section 5.10, nor have whether express or implied, (i) shall cause either Xxxxxx or any of its Affiliates to be obligated to continue to employ any Person for any period of time following the Effective Time, (ii) shall prevent Xxxxxx or its Affiliates from revising, amending or terminating any Xxxxxx Plan, Rook Plan or any other employee benefit plan, program or policy in effect from time to time, (iii) shall be construed as an amendment of any Rook Plan or Xxxxxx Plan, or (iv) shall create any third-party beneficiary rights in any director, officer, employee or individual Person, including any present or former employee, officer, director or individual independent contractor of Rook or of Xxxxxx or of any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes Subsidiaries (including any Taxes under Section 409A beneficiary or 4999 dependent of the Code) being imposed on such Person or any interest or penalty related theretoindividual). (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Section 3.17(a) of the Seller has made available to Purchaser Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of each material Target Entity Company Benefit Plan. None of the Company Benefit Plans is sponsored, maintained or contributed to by the Company. With respect to each material Target Entity Company Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; and (viii) all material amendments and modifications to any such Target Entity Company Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, Seller nor the Target Entities Company has communicated to any Employee any intention or made any legally binding commitment to amend or modify any Target Entity Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement, in either case that could reasonably be expected to materially increase the cost of providing compensation or employee benefits to the Employees. (b) With respect to each Target Entity Plan that is intended to be qualified within Neither the meaning Company nor any of Section 401(a) of the Codeits ERISA Affiliates nor any predecessor thereof sponsors, the IRS has issued a favorable determination letter maintains or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISAcontributes to, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to has sponsored, maintained or contributed to, any Plan that is a defined benefit pension plan subject to which any Target Entity Title IV or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; Code on behalf of any Employees. Within the six (ii6) there is no “accumulated funding deficiency” within years prior to the meaning date of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted bythis Agreement, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan Company has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has not incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date having been an ERISA Affiliate of any Person (other than the Target Entities)that has not been satisfied in full. (dc) Each Target Entity Except as could not reasonably be expected to result in any material liability or obligation to the Business, each Company Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” . (as such term is defined in Section 406 of ERISA and Section 4975 of the Coded) The Company has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has not incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, medical or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” Except as such term is defined in set forth on Section 3(213.17(e) of ERISAthe Seller Disclosure Schedule, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None none of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any enhanced compensation or benefit, (ii) accelerate the time of payment or vestingand no Employee will, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with Agreement, incur any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes Tax under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (hf) No Target Entity isThe Company is not, or and has not ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser Section 3.18 of the Stockholders Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of each material Target Entity Company Benefit Plan. With respect to each material Target Entity Company Benefit Plan, Seller has the Stockholders have made or will make available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Company Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Company Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Sellerthe Stockholders, nor the Target Entities Company or any of its Subsidiaries has communicated to any Employee any intention or its commitment to amend or modify any Target Entity Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) With respect to each Target Entity Company Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities Company or its Subsidiaries are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of SellerStockholders’ knowledge, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (c) No Plan to which any Target Entity the Company or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is ERISA or a defined benefit pension plan subject to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 Title IV of ERISA; and (v) neither any Target Entity . Neither the Company nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could its Subsidiaries would reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target EntitiesCompany and its Subsidiaries). (d) Each Target Entity Company Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Sellerthe Stockholders, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Company Benefit Plan that would reasonably be expected to subject the Target Entities Company or its Subsidiaries to any material liability. No Target Entity has Neither the Company nor any of its Subsidiaries have incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. (e) No Target Entity hasExcept as set forth on Section 3.18 of the Stockholders Disclosure Schedule, nor have any of their respective managers, officers or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law. (f) None none of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Company Benefit Plan Plan, or (iii) result in any forgiveness of indebtedness under any Target Entity Company Benefit Plan. (gf) No amount, economic benefit or other entitlement that could will be received (whether in cash or property or vesting of property) as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Target Entities could Company and its Subsidiaries will constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (hg) No Target Entity Neither the Company nor any of its Subsidiaries is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Section 3.26(a) of the Seller has made available to Purchaser Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of each material Target Entity Company Plan. With respect to each material Target Entity Benefit Company Plan, Seller has made available to Purchaser, to the extent applicable: , (i) true, complete and correct copies of all plan documents and related documents, trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Company Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; and (v) all material amendments and modifications to any such Target Entity Benefit Company Plan; and (vi) for . Seller has made available to Purchaser an accurate description of the last two (2) years, all material written communications received from or sent to provisions of the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangementunwritten Company Plans. (b) With respect to each Target Entity Company Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are Company is entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller’s knowledge, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities). (d) Each Target Entity Benefit Company Plan has been maintained, funded maintained and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA without limitation ERISA, the Code and the CodePatient Protection and Affordable Care Act, Pub. To L. No. 111-148. All contributions required to have been made under any Company Plan have been made by the knowledge of Seller, no nonexempt “prohibited transaction” due date therefor (as such term is defined in Section 406 of ERISA and Section 4975 of the Codeincluding any extensions). (d) has occurred with respect to any Target Entity Benefit No Company Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or provides life insurance or health benefits for any Employeefollowing retirement or other termination of employment, except as to the extent required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Lawby COBRA. (e) No Target Entity has, Neither the Company nor have any of their respective managersits Subsidiaries has any Liability or obligation to gross up, officers indemnify or employees orotherwise reimburse any individual for any Tax, interest or penalties incurred pursuant to the knowledge of Seller, any other “fiduciary,” as such term is defined in Code Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law.409A. (f) None Except as set forth in Section 3.26(f) of the executionSeller Disclosure Schedule, delivery the only Company Plan sponsored and maintained by the Company is the Pension Plan and no Subsidiary of the Company sponsors or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with maintains any other event, including any termination of employment on or following the date hereof) will (i) entitle any Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Company Plan. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) Except as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any “disqualified individual” (as defined set forth in Section 280G(c3.26(g) of the Code) with respect to Seller Disclosure Schedule, the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related theretoCompany has no employees. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser Set forth on Schedule 8.20(a) is a true, complete and correct list, as list of the date of this Agreement, of each material Target Entity Planall Benefit Plans. With respect to each material Target Entity Benefit Plan, Seller Lineage has made available provided to PurchaserFLRish a true, correct, current, and complete (in all material respects) copy of each such Benefit Plan and, to the extent applicable: , (i) true, complete and correct copies of all plan documents and any related trust agreements, insurance contracts agreement or other funding arrangementsinstrument; (ii) the most recent annual funding report, IRS favorable determination or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if anyopinion letter; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment summary plan description and any pending application thereofmaterial modifications thereto; (iv) all current a summary plan descriptionsof any proposed amendments or changes anticipated to be made to the Benefit Plan at any time within the twelve (12) months immediately following the date hereof (other than any amendments required to be made by law); (v) all material amendments for the three (3) most recent years, to the extent any exist: (A) financial statements and modifications to any such Target Entity Benefit Plan(B) actuarial valuation reports; and (vi) for the last two (2) years, all material a written communications received from or sent to the IRS, the Pension description of any non-written Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangementPlan. (b) With All Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA, the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations and neither Lineage nor any “party in interest” or “disqualified person” with respect to each Target Entity Plan that is intended to be qualified the Benefit Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 401(a) 4975 of the CodeCode or Section 406 of ERISA. Neither Lineage, the IRS applicable named fiduciary nor, to the knowledge of Lineage, any other fiduciary has issued a favorable determination letter any liability for breach of fiduciary duty or opinion letter any other failure to act or advisory letter upon comply in connection with the administration or investment of the assets of any Benefits Plan. (c) All Benefit Plans which the Target Entities are entitled intended to rely under IRS pronouncements, that such plan is qualified qualify under Section 401(a) of the Code, Code (i) so qualify and any trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code and (ii) are the subject of a timely favorable determination letter from the IRS (or can rely on a determination letter obtained by a prototype or volume submitter plan sponsor) covering all of the provisions applicable to the knowledge Benefit Plan for which determination letters are currently available or has a remaining period of Seller, no act time under applicable regulations or omission IRS pronouncements in which to apply for such letter. No fact or event has occurred since the date of the most recent last such determination letter or opinion letter letters which would materially adversely affect its qualification. (c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason result in the revocation of being on any date an ERISA Affiliate of any Person (other than the Target Entities)determination(s) set forth therein. (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) No event has occurred with respect to any Target Entity Benefit Plan and no condition exists that would reasonably be expected to subject the Target Entities Lineage either directly or by reason of its affiliation with any ERISA Affiliate to any material liability. No Target Entity has incurred tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and regulations with respect to any current or projected material liability in respect Benefit Plan. (e) None of the Benefit Plans provide for post-employment life or post-retirement healthhealth insurance, medical, benefits or life insurance benefits coverage for any Employeeparticipant or any beneficiary of a participant, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable LawCOBRA and at the expense of the participant or the participant’s beneficiary. Lineage has complied in good faith with the Genetic Information and Nondiscrimination Act of 2008 and with the notice and continuation requirements of Section 4980B of the Code, COBRA, Part 6 of Subtitle B of Title I of ERISA, and with the Health Insurance Portability Accountability Act and the regulations thereunder and each such Benefit Plan that is a group health plan (within the meaning of Section 5000(b)(1) of the Code) complies with the provisions of the Patient Protection and Affordable Care Act and Section 105(h) of the Code. (ef) No Target Entity hasThere are no Actions pending or threatened in writing (other than routine uncontested claims for benefits and qualified domestic relations, nor have medical or child support orders) involving any of their respective managersBenefit Plans, officers related trust or employees orfunding medium thereunder or involving any sponsor or other fiduciary thereof, and, to the knowledge of SellerLineage, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA no facts or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees circumstances exist that could give rise to any material liability under ERISA such Actions. No administrative investigation, audit or other administrative proceeding by the Department of Labor, the IRS or other Governmental Agency is pending, in progress, or threatened in writing, in connection with any applicable LawBenefit Plan. (fg) None of Except as set forth on Schedule 8.20(g), neither the execution, execution and delivery or performance of this Agreement or nor the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) hereby will (i) entitle result in any Employee payment becoming due to any compensation employee (current, former or benefitretired) of Lineage, (ii) accelerate the time of payment increase any obligations or vesting, or trigger any payment or funding or increase the amount, or enhance the terms or conditions, of any compensation or benefit benefits otherwise payable under any Target Entity Benefit Plan or (iii) result in the acceleration of the time of payment or vesting of any forgiveness of indebtedness such benefits under any Target Entity Benefit Plansuch plan. (gh) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result None of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any Benefit Plans is a “disqualified individualmultiemployer plan” (as defined in Section 280G(c4001(a)(3) or 3(37) of ERISA), a defined benefit plan described in Section 3(35) of ERISA, a “multiple employer welfare arrangement” described in ERISA Section 3(40), a multiple employer plan described in Code Section 413, or a plan subject to the Codefunding obligations of Part 3 of title I of ERISA or Code Section 412, and Lineage has not at any time sponsored or contributed to, or has or had any liability or obligation in respect of, any of the foregoing. (i) Each Benefit Plan and any other contract or arrangement with respect to the Target Entities could constitute an which L has any liability and, in each case, that is a “excess parachute paymentnonqualified deferred compensation plan” (as defined in Section 280G(b)(1409A(d)(l) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes ) complies in form and operation with applicable guidance under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related thereto. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller has made available to Purchaser Schedule 3.12(a) sets forth a true, correct and complete and correct list, as of the date of this Agreement, list of each material Target Entity Benefit Plan. With respect to each material Target Entity Benefit PlanNeither any Company nor the Subsidiary has any plan or commitment, Seller has made available to Purchaserwhether legally binding or not, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to create any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity additional Benefit Plan or to establish modify or implement change any other employee existing Benefit Plan that would materially affect any current or retiree benefit former employee, consultant or compensation plan director of any Company or arrangementthe Subsidiary. (b) With respect to each Target Entity Benefit Plan: (i) each Benefit Plan that has been administered in compliance in all material respects with its terms including, but not limited to, any provisions relating to contributions thereunder, and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other federal, state and other applicable Laws as they relate to such Benefit Plans (including, without limitation, provisions relating to filing, termination, reporting, disclosure and continuation coverage obligations pursuant to COBRA); (ii) there are no proceedings, suits or claims (other than routine claims for benefits) pending, or to the Knowledge of the Companies, threatened, with respect to any Benefit Plan, the assets of any trust thereunder, or the Benefit Plan sponsor or the Benefit Plan administrator with respect to the design or operation of any Benefit Plan; (iii) there is no pending or, to the Knowledge of the Companies, threatened, proceeding, investigation or inquiry involving any Benefit Plan before the IRS or any other Governmental Authority; and (iv) each Benefit Plan which is intended to be qualified “qualified” within the meaning of Section 401(a) of the Code, Code has received from the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which stating that the Target Entities are entitled to rely under IRS pronouncements, that such plan Benefit Plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualificationso qualified. (c) No Plan to All contributions and premiums which any Target Entity Company or the Subsidiary is required to pay under the terms of each of the Benefit Plans or the Code, have, to the extent due, been paid in full or properly recorded on the Financial Statements or records of such Company or the Subsidiary, and none of the Benefit Plans or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA Affiliate and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year ended prior to the date of this Agreement. No Lien has ever been imposed under Section 412(n) of the Code or Section 302(f) of ERISA on the assets of any Company or the Subsidiary. (d) The Companies and the Subsidiary do not currently maintain or sponsor and have not maintained or sponsored a “pension plan” (within the meaning of Section 3(2) of ERISA), which is subject to Title IV of ERISA or Section 412 of the Code. The Companies and the Subsidiary do not have any current obligation to contribute, and have not had an obligation to contribute is a to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) or any “multiple employer plan” sponsored by more than one employer, (within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3413(c) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 of the Code; (ii) there is no “accumulated funding deficiency” within the meaning of Code Section 412; (iii) no waiver of the minimum funding standards of Section 412 of the Code has been requested from, or granted by, the Internal Revenue Service; (iv) no lien in favor of such ERISA Plan has arisen under Sections 412(n) or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur any material liability or obligation by reason of being on any date an ERISA Affiliate of any Person (other than the Target Entities). (d) Each Target Entity Benefit Plan has been maintained, funded and administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code. To the knowledge of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Target Entity Benefit Plan that would reasonably be expected to subject the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B of the Code or as may be required under any other applicable Law. (e) No Target Entity hasBenefit Plan provides medical, nor have surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of any Company or the Subsidiary for periods extending beyond their retirement or other termination of their respective managersservice, officers other than (i) coverage mandated by COBRA or employees or, to the knowledge of Seller, any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to Law, (ii) death or retirement benefits under any Benefit Plan, or (iii) benefits the Target Entity Benefit Plans full cost of which would subject is borne by the Target Entities, their respective Affiliates current or any of their respective directors, officers former employee (or employees to any material liability under ERISA his or any applicable Lawher beneficiary). (f) None Except as set forth in Schedule 3.12(f), the consummation of the execution, delivery or performance of this Agreement or the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) hereby will not (i) entitle any Employee current or former employee, director, consultant or officer of any Company or the Subsidiary to any severance pay, unemployment compensation or benefit, any other payment except as expressly provided for in this Agreement or as required by applicable Law; or (ii) accelerate the time of payment or vesting, or trigger any payment or funding or increase the amountamount of compensation due to any such employee, director, consultant or enhance the terms or conditions, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Planofficer. (g) No amount, economic benefit or other entitlement that could be received (whether in cash or property or vesting of property) as a result To the Knowledge of the executionCompanies, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) by any there have been no “disqualified individualprohibited transactions” (as defined described in Section 280G(c) 406 of ERISA or Section 4975 of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) any of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes under Section 409A or 4999 of the Code) being imposed on such Person or any interest or penalty related theretoBenefit Plans. (h) No Target Entity is, or has ever been, a “covered health insurance provider” under Section 162(m)(6)(C)(i) of the Code.

Employee Benefits and Related Matters. (a) Seller True and complete copies of all employee benefit plans (within the meaning of Section 3(3) of ERISA), all other benefit and compensation plans, contracts, policies or arrangements, all retirement, deferred compensation, employee stock ownership, stock option, stock purchase, stock appreciation rights, stock- based, incentive, retention, vacation pay, fringe benefit, unemployment compensation, bonus, change in control, and severance plans or agreements, and all employment and consulting agreements, restrictive covenant agreements, and all amendments thereto, in any case, which are sponsored by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has made available or may have any Liability or contingent Liability (the “Benefit Plans”), and all Contracts relating thereto, or to Purchaser the funding thereof, including all trust agreements, insurance contracts, administration contracts, investment management agreements, subscription and participation agreements, recordkeeping agreements, summary plan descriptions, the most recently filed Annual Report Form 5500 series, the most recent actuarial report, accountant’s opinion of the plan’s financial statements, and Internal Revenue Service determination letter with respect to each such Benefit Plan, to the extent applicable, and a true, complete current schedule of assets (and correct list, as the fair market value thereof assuming liquidation of any asset that is not readily tradeable) held with respect to any funded Benefit Plan have been provided to Parent prior to the date of this Agreement, and, except as set forth in Section 4.11(a) of each the Company Disclosure Schedule, there have been no material Target Entity Planchanges in the financial condition of the respective Benefit Plans from that reflected or reserved against in the Audited Financial Statements. With respect In the case of any Benefit Plan that is not in written form, a correct and complete description of such Benefit Plan as in effect on the date hereof has been provided to each material Target Entity Benefit Plan, Seller has made available to Purchaser, Parent prior to the extent applicable: (i) true, date of this Agreement. A correct and complete and correct copies list of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (iiBenefit Plans is set forth in Section 4.11(a) of the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangementCompany Disclosure Schedule. (b) With respect All Benefit Plans, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (each, a “Multiemployer Plan”), are in substantial compliance (both in form and operation) with ERISA, the Code and other applicable Laws, and no event has occurred which could cause any such Benefit Plan to fail to comply in all material respects with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance. Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, each Target Entity Benefit Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”) and that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service with respect to the qualified status of such plan under section 401(a) of the Code and the tax-exempt status of any trust that forms a part of such plan under section 501(a) of the Code; all amendments to any such plan for which the remedial amendment period (within the meaning of section 401(b) of the Code and applicable regulations) has expired are covered by a favorable Internal Revenue Service determination letter; and no event has occurred that could reasonably be expected to give rise to disqualification of any such plan under such sections or to a tax under section 511 of the Code. Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, the ESOP has been timely amended as required by the Code, either through amendment or restatement of the ESOP plan document. There have been no “prohibited transactions” (as described in section 406 of ERISA or section 4975 of the Code) with respect to any Benefit Plan and none of the Company or any of its ERISA Affiliates has engaged in any prohibited transaction. Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, all Benefit Plans subject to the knowledge Laws of Seller, no act or omission has occurred since the date any jurisdiction outside of the most recent determination or opinion letter which would materially adversely affect its qualificationUnited States (A) have been maintained in all material respects in accordance with all applicable requirements, (B) if they are intended to qualify for special tax treatment, meet all requirements for such treatment, and (C) the funded and/or book-reserved status is properly reflected in the Audited Financial Statements of the Company, in accordance with GAAP. (c) No Except for the ESOP, none of the assets of any Benefit Plan to which any Target Entity are invested in employer securities or employer real property. (d) None of the Company or any of its ERISA Affiliate Affiliates (i) maintains or contributes to or has ever within the past six (6) years maintained or contributed to, or otherwise has any Liability or reasonable expectation of Liability with respect to, a Pension Plan that is subject to Title IV of ERISA, other than the Retirement Income Plan, or (ii) has an obligation to contribute to or has within the past six (6) years had an obligation to contribute is to, or otherwise has any Liability or reasonable expectation of Liability (including Liability in connection with a “complete or partial withdrawal) with respect to, (A) a Multiemployer Plan, (B) a multiple employer pension plan” sponsored by more than one employer, (C) or a multiple employer welfare arrangement (within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3section 3(40) of ERISA). With respect to any Plan that is a defined the Retirement Income Plan: (I) effective December 31, 2003, such plan was validly and properly frozen as to participation and benefit pension plan to which any Target Entity or any accruals and notice of such freeze was timely provided in accordance with section 204(h) of ERISA Affiliate has ever maintained or had an obligation to contribute, (i) each such Plan is in compliance with Sections 412, 430 and 436 section 4980F of the CodeCode and regulations promulgated thereunder; (iiII) there is no “accumulated funding deficiency” within event or condition has occurred that constitutes grounds under section 4042 of ERISA for the meaning termination of Code Section 412or the appointment of a trustee to administer such plan; (iiiIII) no waiver of the minimum funding standards of Section section 412 of the Code have been satisfied, no waiver of, or variance from, the minimum funding standards has been granted and none of the Company or any of its ERISA Affiliates has requested from, a funding waiver or granted by, the Internal Revenue Servicevariance; (ivIV) no lien in favor of event has occurred with respect to such ERISA Plan plan that has arisen under Sections 412(n) resulted or 430(k) of the Code or Sections 303(k) or 4068 of ERISA; and (v) neither any Target Entity nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation other than for the payment of premiums, and there are no premium payments which have become due which are unpaid. No Target Entity could reasonably be expected to incur result in a lien being imposed on the assets of the Company or any material liability of its ERISA Affiliates; and (V) except as set forth in Section 4.11(d) of the Company Disclosure Schedule, if such plan were terminated immediately after the Closing, there would be no unfunded Liabilities with respect to such plan, its participants or obligation by reason of being on any date an ERISA Affiliate of any Person (other than beneficiaries or the Target Entities)Pension Benefit Guaranty Corporation. (de) Each Target Entity All Benefit Plan has Plans which are subject to Section 409A of the Code comply with Section 409A in form and have been maintained, funded and administered in all material respects in accordance with their terms and Section 409A of the Code since January 1, 2009, and in good faith compliance with Section 409A of the Code prior to January 1, 2009. Neither the Company nor any of its terms and with all applicable Laws, including ERISA and Affiliates has terminated any nonqualified deferred compensation plan (within the Code. To the knowledge meaning of Seller, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 409A of the Code) has occurred with respect to any Target Entity since December 31, 2008, and except as otherwise prohibited by Section 6.6, the terms of the Benefit Plan that would reasonably be expected to subject documents provided in accordance with Section 4.11(a) or applicable Law, there is no restriction on the Target Entities to any material liability. No Target Entity has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or life insurance benefits for any Employee, except as required to avoid an excise Tax under Section 4980B ability of the Code Company or its Subsidiaries, as may be required under any other applicable Law. (e) No Target Entity has, nor have any of their respective managers, officers or employees orapplicable, to the knowledge of Seller, amend or terminate any other “fiduciary,” as such term is defined in Section 3(21) of ERISA, committed any material breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Target Entity Benefit Plans which would subject the Target Entities, their respective Affiliates or any of their respective directors, officers or employees to any material liability under ERISA or any applicable LawPlan. (f) There have been no acts or omissions by the Company or any of its ERISA Affiliates which have given rise to or may give rise to any material interest, fines, penalties, taxes or related charges under Section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Code for which the Company or any of its Subsidiaries may be liable. (g) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened involving any Benefit Plan or the assets thereof and, to the Knowledge of the Company, no facts exist that could reasonably be expected to give rise to any such actions, suits, or claims (other than routine claims for benefits). (h) Except as set forth in Section 4.11(h) of the Company Disclosure Schedule, none of the Company or any ERISA Affiliate has Liability under any Benefit Plan or otherwise for providing post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B (or any predecessor section thereto) of the Code or similar provisions of applicable state Law. (i) Except as set forth in Section 4.11(i) of the Company Disclosure Schedule, there are no unfunded Liabilities with respect to any Benefit Plan that is a Pension Plan. (j) None of the executionCompany or any of its ERISA Affiliates is a nonqualified entity within the meaning of Section 457A of the Code. (k) Except as set forth in Section 4.11(k) of the Company Disclosure Schedule, delivery or performance neither the execution of this Agreement or nor the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereof) hereby will (i) entitle any Employee to severance pay or any compensation or benefitincrease in severance pay upon any termination of employment after the date hereof, (ii) accelerate the time of payment or vesting, vesting or trigger result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amountamount payable or result in any other material obligation pursuant to, or enhance any of the terms or conditionsBenefit Plans, of any compensation or benefit under any Target Entity Benefit Plan or (iii) result in any forgiveness of indebtedness under any Target Entity Benefit Plan. payments that would, in the aggregate, constitute excess parachute payments (g) No amount, economic benefit or other entitlement that could be received (whether as defined in cash or property or vesting of property) as a result Section 280G of the executionCode (without regard to subsection (b)(4) thereof)) or would exceed the amount deductible pursuant to Section 162(m) of the Code. Section 4.11(k) of the Company Disclosure Schedule, delivery and performance as of the date of this Agreement or Agreement, sets forth a good faith estimate of all parachute payments (including excess parachute payments) anticipated by the consummation of Company to be paid in connection with the transactions contemplated by this Agreement prepared in accordance with the principles and methodologies set forth in Treas. Reg.§1.280G-1 and other applicable guidance . (whether alone or in conjunction with any other event, including any termination of employment on or following the date hereofl) by any Each Benefit Plan which constitutes a “disqualified individualgroup health plan” (as defined in Section 280G(csection 607(i) of the Code) with respect to the Target Entities could constitute an “excess parachute payment” (as defined in Section 280G(b)(1ERISA or section 4980B(g)(2) of the Code). No Employee is entitled to receive any gross-up, make-whole or additional payment by reason of any Taxes (including any Taxes plans of current and former affiliates which must be taken into account under Section 409A or 4999 sections 4980B and 414(t) of the Code) being imposed on Code or sections 601-608 of ERISA, have been operated in compliance with applicable law, including the continuation coverage requirements of section 4980B of the Code and section 601 of ERISA and the portability and nondiscrimination requirements of sections 9801 and 9802 of the Code and sections 701-707 of ERISA, to the extent such Person or any interest or penalty related theretorequirements are applicable. (hm) No Target Entity is, or has ever been, a “covered health insurance provider” Accruals for all obligations under Section 162(m)(6)(C)(i) the Benefit Plans are reflected in accordance with GAAP in the Audited Financial Statements of the CodeCompany and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices and applicable law for the plan years which include the Closing Date.