Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Law, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. Except as set forth on Schedule 2.11(d), (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has Knowledge no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in substantial compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination or opinion letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and including all amendments to the Uruguay Round Agreements Act, Code effected by the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 1994, the Small Business Job Protection Act of 1996 1986 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”)subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, for which the Company would incur material liability has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without Liability material liability to Parent, the Company or any of its Affiliates (other than for benefits accrued to date and ordinary administration expenses typically incurred in a termination eventexpenses); and (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) each all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended to qualify under Section 501(a) of the Code has either have received a favorable timely determination letter letters from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, orbeen revoked nor, to the Knowledge of the Company, threatened has any such revocation been threatened, or, with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is reasonably likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely paid or reasonably anticipated (accrued all contributions, benefits, premiums, and other than routine claims for benefits) against any payments required by the terms of each Company Employee Plan or against the assets of any Company Employee Planand applicable Law and accounting principles; (viv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to Parent, the Company Company, or any of its Affiliates Subsidiaries (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); and (viv) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is of its Company ERISA Affiliates has engaged in a transaction that could reasonably subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Company ERISA Affiliate with respect to any a tax or penalty imposed by either Section 4975 of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawSection 502(i) of ERISA, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Employee Plan Compliance. (i) (A) the The Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither are not, to the Company nor any of its Affiliates is extent material, in default or violation of, or has Knowledge and neither Company nor its ERISA Affiliates have any knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable U.S. Department of the Treasury (“Treasury”) Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the CodeIRS, ERISA and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 19941986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), condition or circumstance that has remaining a period of time under applicable Treasury regulations adversely affected or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would could adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No material “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company’s or any ERISA Affiliates’ knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Plan that could reasonably be expected, individually or in the aggregate, to cause material liability to the Company. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its ERISA Affiliates (other than ordinary routine administration expenses typically incurred in a with respect to any such amendment, termination eventor discontinuance); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge Company’s or any of the Company, its ERISA Affiliates’ knowledge threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . Neither Company nor any ERISA Affiliate is subject to any material penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . Company and (viii) its ERISA Affiliates have each timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS extent any failure, individually or in the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered aggregate, would result in accordance with its terms and Applicable Law, including ERISA and the Code. With respect material Liabilities to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) Each of the Company or one of and its Affiliates Subsidiaries has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company has Knowledge no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company U.S. Employee Plan intended to qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and including all amendments to the Uruguay Round Agreements Act, Code effected by the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 1994, the Small Business Job Protection Act of 1996 1986 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”)subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) each International Employee Plan, including any amendments thereto, that is capable of, or intended to be capable of, Plan Approval has received such Plan Approval or there remains a period of time in which to obtain such Plan Approval retroactive to the date of any amendment that has not previously received such Plan Approval; (iv) no “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee PlanPlan that could result in material liability to the Company or any of its Subsidiaries; (ivv) there are no actions, suits or or, claims pending, pending or, to the Knowledge of the Company's knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee PlanPlan that could result in any material liability to the Company or any of its Subsidiaries; (vvi) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsClosing Time, without Liability material liability to Parentthe Buyer, the Company or any of its Affiliates (other than benefits accrued to date and ordinary administration expenses typically incurred in a termination eventexpenses); (vivii) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; and (viiviii) neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from that could result in material liability to the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawSubsidiaries.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates has performed Subsidiaries has, in all material respects respects, performed all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in material default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee PlanPlan or Employee Agreement, and each Company Employee Plan and Employee Agreement has been established and maintained in all material respects in accordance compliance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, obtained or is entitled to rely on a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination and determination, and, to the Company’s Knowledge, there has been no event event, condition or circumstance that has occurred which adversely affected or would be reasonably likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there Plan that would reasonably be expected to result in material liability to the Company or its Subsidiary. There are no material actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . None of the Company nor any Affiliate Subsidiary is subject to any material penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required or applicable Law to have been submitted be made to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each a Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) The Company and each Subsidiary of the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in material default or violation of, or and, as of the date hereof, has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code is so qualified and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable IRS determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or there has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and been no event or condition that has occurred which would adversely affected or could reasonably be expected to have a adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, Legal Proceedings pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v. There are no audits, inquiries or Legal Proceeding pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. The Company and its Subsidiaries are not subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries have made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the Company or one of its The Acquired Companies and their ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Each Company Employee Plan intended to qualify be qualified under Code Section 401(a) is so qualified, and, no event has occurred that would adversely affect such qualified status. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received applied for, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect determination. None of the status Acquired Companies, any ERISA Affiliate, any of such determination letter or the qualified status of such Company Employee Plan; (iiiPlans, any trust created thereunder, nor to the Company’s knowledge, any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which any Acquired Company or any ERISA Affiliate could be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) no “prohibited transaction,” within the meaning of ERISA or a tax imposed pursuant to Section 4975 4975, 4976 or 4980B of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there Code. There are no actions, suits or claims pending, or, or to the Knowledge of the Company, threatened actions, suits or reasonably anticipated claims (other than routine claims for benefits) against any Company Employee Plan or against the assets of involving any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL DOL, or any other similar Governmental Entity Body with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the The Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or has and have no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable applicable Law, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, Actions pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing Date in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of and its Company ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or has Knowledge and have no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii. Except as set forth in Section 2.12(c) each of the Company Disclosure Letter, any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination and determination. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event event, condition or circumstance that has occurred which would adversely affected or is, in any material respect, likely to adversely affect such qualified status. Except, in each case, or in the status of such determination letter aggregate, as would not result in material liability to the Company or the qualified status of such Company Employee Plan; its Subsidiaries: (iiii) no “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (ivii) there neither the Company nor any Company ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code; and (iii) the Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. There are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) . Except to the extent limited by applicable law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to Parent, the Company or any of its Company ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Company ERISA Affiliates, threatened by the IRS or DOL the Department of Labor ("DOL"), or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each to any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or notification, advisory, or opinion letter, as applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the CompanyCompany or the Principal Shareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without Liability liability to Parentthe Buyer, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or the Principal Shareholders, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each Affiliate have timely made or properly accrued all contributions and other payments required by and due from under the terms of each Company or any Affiliate with respect to any of the Employee Plan. All Company Employee Plans have been timely made as required, including as required under ERISA or and Employee Agreements are in compliance with Section 409A of the CodeCode and the guidance promulgated thereunder, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge or will occur as a result of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate consummation of the Company could be subject to any material Liability (other than for routine benefit Liabilities) transaction contemplated hereby which has resulted or will result in the imposition of interest or additional taxes under Section 409A of the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawCode.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in compliance compliance, in all material respects, with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred Code or is entitled to as “GUST”), or has remaining rely on a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a prototype plan sponsor’s determination letter and make any amendments necessary pursuant to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no IRS pronouncements. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending which have been served on the Company or, to the Knowledge of the Company, otherwise pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates Affiliate (other than accrued benefits and ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Legal Requirements, including but not limited to ERISA or and the Code; (ii) each . Each Company Employee Plan intended to qualify under Section 401(a) or Section 401(k) of the Code and each trust intended to qualify under Section 501(a) of the Code has either (i) received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status status, and each such trust as to its exempt status, under the Code, ERISA and including all amendments to the Uruguay Round Agreements Act, Code effected by the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to Tax legislation commonly known as “GUST”), and, to the Company’s knowledge, no fact or event has occurred since the date of such determination, opinion, notification or advisory letter to adversely affect the qualified status of any such Company Employee Plan or the exempt status of each such trust, or (ii) has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no . No material “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against or with respect to any Company Employee Plan or any Employment Agreement or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without Liability material liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . The Company nor any Affiliate is not subject to any material penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) Title I of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from . All contributions, reserves or premium payments required to be made or accrued as of the Company or any Affiliate with respect date hereof to any of the Company Employee Plans have been timely made or accrued. Each “nonqualified deferred compensation plan” (as required, including as required under ERISA or defined in Section 409A(d)(1) of the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan ) has been administered operated since January 1, 2005 in accordance good faith compliance with its terms Section 409A of the Code and Applicable Law, including ERISA IRS Notice 2005-1 and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge Internal Revenue Service’s proposed regulations under Section 409A of the CompanyCode and no such plan has been materially modified since October 3, there exists no condition or set 2004. No nonqualified deferred compensation plan has been “materially modified” (within the meaning of circumstances in connection with which the Company or IRS Notice 2005-1) at any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms oftime after October 3, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law2004.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates and each ERISA Affiliate has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in default or violation in any material respect of, or and the Company has no Knowledge of any default or violation in any material respect by any other party to, each any Company Employee Plan, and each Company Employee Plan has been registered, established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all Applicable Lawapplicable Laws, including including, but not limited to to, ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination, and (ii) incorporates or has been amended to incorporate all required provisions necessary to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; . Each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (iv) there other than ordinary administration expenses). There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submittedPlan. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.EXECUTION COPY

Employee Plan Compliance. (i) (A) the The Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or has and have no Knowledge of any default or violation by any other party to, to each Company Employee PlanPlan in all material respects, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations of any Governmental Entity, including but not limited to ERISA or the Code; (ii) each IRC. Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code IRC and each trust intended to qualify under Section 501(a) of the Code IRC is so qualified and (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and IRS covering all amendments to the Uruguay Round Agreements Act, IRC for which the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”)IRS will currently issue on, or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination and determination. To the Company’s Knowledge, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the IRC there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code IRC or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there Plan for which the Company would have any material liability. There are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; IRC. The Company and (viii) each ERISA Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one The Company, each of its Subsidiaries and each of its ERISA Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or material violation of, or has and the Company does not have Knowledge of any default or material violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been registered, established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable LawLaws, including including, but not limited to to, ERISA or and the Code; (ii) each , and to the 52 Knowledge of the Company, the Company, any of its Subsidiaries or any of its ERISA Affiliates are not in breach of any of the foregoing or of any Employee Agreement that would reasonably be expected to result in any material Liability. Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, Code for each applicable submission cycle. Neither the Company nor any of its Subsidiaries nor any ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act Affiliate has any Knowledge of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred any material matter or issue that would reasonably be expected to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or call into question the qualified status of any such Company Employee Plan; (iii. Any Company Employee Plan intended to be exempt from ERISA pursuant to DOL Reg. §2510.3(j) no has been established and maintained so as to qualify for such exemption. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or to the Knowledge of the Company, reasonably anticipated (other than routine claims for benefits) ), against any Company Employee Plan, any Company Employee Plan “fiduciary” (as that term is defined by Section 3(21) of ERISA), any third-party administrator of any Company Employee Plan for which the Company, its Subsidiaries, any ERISA Affiliate or any Company Employee Plan would reasonably be expected to be held liable or against the assets of any Company Employee Plan; (v) each , or against any other Person subject to indemnification by the Company or an ERISA Affiliate in connection with a Company Employee Plan. Additionally, neither the Company nor its Subsidiaries nor any ERISA Affiliate has any Knowledge of any act or omission by any fiduciary of any Company Employee Plan that would reasonably be expected to constitute a breach of fiduciary duty under ERISA. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity Authority with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries and ERISA Affiliates has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submittedPlan. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no No event has occurred and, to the Knowledge of the Company, and there exists no condition or set of circumstances in connection with which circumstances, other than the Company or any Affiliate consummation of the Company could be subject Merger, which is reasonably expected to present a material risk that any material Liability (other than for routine benefit Liabilities) under Pension Plan has or is likely to experience a partial termination within the terms of, or with respect to, such Company Employee Plans, ERISA, the meaning of Code or any other Applicable LawSection 411(d)(3).

Employee Plan Compliance. Each Plan (iand each related trust, insurance contract or fund) (A) the Company or one of has been established, administered and funded in accordance with its Affiliates has performed express terms, and in compliance in all material respects with all obligations required applicable Laws, including ERISA and the Code. There are no pending or, to be performed by the Company Company’s Knowledge, threatened actions, claims or its Affiliates underlawsuits against or relating to the Plans, and (B) neither the Company nor assets of any of its Affiliates is in default the trusts under such Plans or violation ofthe plan sponsor or the plan administrator, or has Knowledge of against any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Law, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) fiduciary of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS Plans with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status operation of such determination letter Plans (other than routine benefits claims). Neither the Company nor, to the Company’s Knowledge, any “party in interest” or the qualified status of such Company Employee Plan; (iii) no “disqualified person” with respect to a Plan has engaged in a non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA. To the Company’s Knowledge, and not otherwise exempt under no fiduciary (within the meaning of Section 408 3(21) of ERISA, ) has occurred breached any fiduciary duty with respect to a Plan or otherwise has any Company Employee Plan; Liability in connection with acts taken (ivor the failure to act) there are no actions, suits or claims pending, or, with respect to the Knowledge administration or investment of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; . No Plan is presently under audit or examination (vnor has written notice been received of a potential audit or examination) each Company Employee Plan can by any Governmental Entity. All payments required to be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, made by the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms ofunder, or with respect to, any Plan (including all contributions, distributions, reimbursements, premium payments or intercompany charges) with respect to all prior periods have been timely made or, for any such Company Employee payments that are not yet due, properly accrued and reflected in the most recent consolidated balance sheet prior to the date hereof, in each case in accordance with the provisions of each of the Plans, applicable Law and GAAP. There is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Plan or the imposition of any Lien on the assets of the Company under ERISA or the Code. To the Company’s Knowledge, any PEO who sponsors a PEO Plan has maintained or caused to be maintained all data necessary to administer each PEO Plan in accordance with the terms thereof, including all data required to be maintained under Sections 107 and 209 of ERISA, the Code or any other Applicable Lawand all such data is true and correct and maintained in usable form.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in compliance compliance, in all material respects, with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred Code or is entitled to as “GUST”), or has remaining rely on a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a prototype plan sponsor’s determination letter and make any amendments necessary pursuant to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no IRS pronouncements. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending which have been served on the Company or, to the Knowledge of the Company, otherwise pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Key, Parent, the Company or any of its Affiliates Affiliate (other than accrued benefits and ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and, as of the date hereof, the Company has no Knowledge of any material default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Actthere has been no event, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred condition or circumstance that has adversely affected or is likely to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material Liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) The Company and each Subsidiary of the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and, as of the date hereof, has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established established, administered and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or ERISA, the Code; (ii) each , the Affordable Care Act, and any applicable local Laws. Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code is so qualified and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable IRS determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or there has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and been no event or condition that has occurred which would adversely affected or could adversely affect such qualified status. To the status Knowledge of such determination letter or the qualified status of such Company Employee Plan; (iii) Company, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, Legal Proceedings pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; . There are no audits, inquiries or Legal Proceeding pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. The Company and its Subsidiaries has not incurred (vwhether or not assessed), or is not reasonably expected to incur or to be subject to, any Tax, penalty or other liability with respect to any Company Employee Plan under Section 502(i) or 502(l) of ERISA, Title I of ERISA, or Sections 4975 through 4980 of the Code. All benefits, contributions, and premiums relating to each Company Employee Plan have been timely paid in accordance with the terms of such Company Employee Plan and all applicable Laws and accounting principles, and all benefits accrued, under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, GAAP. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries and each ERISA Affiliate has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company has no Knowledge of any default or violation in any material respect by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all Applicable Lawapplicable laws, including statutes, orders, rules and regulations, including, but not limited to to, ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the CodeCode and there has been no event, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), condition or circumstance that has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the affected its tax-qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Sections 4975(c)(2) and 4975(d) of the code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to Parent, the Company or any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, Company threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has Knowledge no knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its material terms and in compliance compliance, in all material respects, with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred Code or is entitled to as “GUST”), or has remaining rely on a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a prototype plan sponsor’s determination letter and make any amendments necessary pursuant to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no IRS pronouncements. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan that would result, or is reasonably likely to result, in a material liability to the Company. No breach of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending which have been served on the Company or, to the Knowledge knowledge of the Company, otherwise pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Plan that would result, or is likely to result, in a material liability to the Company or its Affiliates. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates Affiliate (other than accrued benefits and ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any material penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company Company, any of its Subsidiaries nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries has made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or and the Company has no Knowledge of any material default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Code in all material respects. Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination and no event has occurred determination, or is entitled to rely on an advisory or opinion letter issued to the sponsor of the prototype document upon which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; Plan is based pursuant to applicable IRS pronouncements, and (iiiii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that could reasonably be expected to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than for benefits accrued through the date of termination or amendment and reasonable and ordinary administration administrative expenses typically incurred in a termination eventrelated thereto); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any material penalty or material Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it under each Company Employee Plan and, as of the date hereof, the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has does not have Knowledge of any material default or violation by any other party to, each to any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from (or opinion letter valid as to the IRS Company, if applicable) with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any material penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates and each ERISA Affiliate has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or has and the Company does not have any Knowledge of any default or violation by any other party to, each any Company Employee Benefit Plan, and each Company Employee Benefit Plan has been established and maintained in all material respects in accordance with its material terms and in compliance in all material respects with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each . Any Company Employee Benefit Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “status. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Benefit Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company's Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Benefit Plan or against the assets of any Company Employee Benefit Plan; (v) each . Each Company Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time of Merger I in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates Company Subsidiary (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Company's Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Benefit Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Benefit Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each ERISA Affiliate has timely made all contributions and other payments required by and due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such of each Company Employee Plans, ERISA, the Code or any other Applicable LawBenefit Plan.

Employee Plan Compliance. (i) (A) the Each Acquired Company or one of its Affiliates and each Subsidiary thereof has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in material default or violation of, or and, as of the date hereof, no Seller has Knowledge of any default or violation by any other party to, each any Acquired Company Employee Plan, and each . Each Acquired Company Employee Plan is and has been established funded, operated, established, administered and maintained in compliance in all material respects in accordance with its terms and in compliance with all Applicable Law, applicable Laws (including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”Code), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Acquired Company Employee Plan; (iv) there . No breaches of fiduciary duty or other failures to act or comply in connection with the administration or investment of the assets of any Acquired Company Employee Plan have occurred. There are no actionsclaims, suits audits, inquiries or claims pending, Legal Proceedings pending or, to the Knowledge of the CompanySellers, threatened against or reasonably anticipated (other than routine claims for benefits) against with respect to any Acquired Company Employee Plan or against the assets assets, fiduciaries or administrators of any Acquired Company Employee Plan; (v, including any audit or inquiry by any Governmental Entity, including by the IRS or DOL. None of the Acquired Companies nor any of their Subsidiaries is or has become subject to any penalty or Tax with respect to any Acquired Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. All payments, benefits, premiums, contributions and other payments related to each Acquired Company Employee Plan have been timely made or paid in full or, to the extent not yet due, properly accrued on the Current Balance Sheet in accordance with the terms of the Acquired Company Employee Plan and all applicable Laws and accounting standards. Each Acquired Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time applicable Closing in accordance with its terms, without material Liability to Parent, the any Acquired Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventor routine claims for benefits); (vi) there are no audits. No lien has been imposed under the Code, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL ERISA or any other similar Governmental Entity applicable Law on or with respect to the assets of any Acquired Company Employee Plan; (vii) neither the . Neither any Acquired Company nor any Affiliate is subject to Subsidiary thereof has made any penalty or Tax with filing in respect to of any Acquired Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISACompliance Resolution System, the Code Department of Labor Delinquent Filer Program or any other Applicable Lawvoluntary correction program.

Employee Plan Compliance. (i) (A) The Company and each of the Company or one of its Subsidiaries and ERISA Affiliates has performed have, in all material respects respects, performed all obligations required to be performed by the Company or its Affiliates them under, and (B) neither are in compliance with, the Company nor requirements prescribed by any of its Affiliates is and all applicable statutory or regulatory Legal Requirements, are not in material default or violation of, or and the Company and each Subsidiary has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) . For each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of Code, the Code Company has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination and/or opinion letter and make any amendments necessary there has been no event, condition or circumstances that has adversely affected or is likely to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company Company, any Subsidiary or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventor with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . None of the Company nor Company, any Subsidiary or any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of the Subsidiaries and ERISA Affiliates have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required and/or pursuant to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Lawapplicable Legal Requirements.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or has and the Sellers have Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in substantial compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Each Company Employee Plan intended to qualify be qualified under Section section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and Code including all amendments to the Uruguay Round Agreements Act, Code effected by the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 1994, the Small Business Job Protection Act of 1996 1986 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “subsequent legislation. No "prohibited transaction,” " within the meaning of Section section 4975 of the Code or Sections sections 406 and 407 of ERISA, and not otherwise exempt under Section section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the CompanySellers, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan that is not an Employee Agreement can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to ParentPurchaser, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanySellers, threatened by the IRS or IRS, DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . The Company nor any Affiliate is and its ERISA Affiliates are not subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(isection 502(i) of ERISA or Sections sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.the

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates and each ERISA Affiliate has performed in all material respects all obligations required to be performed by the it under each Company or its Affiliates underEmployee Plan, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or has and have no Knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from (or opinion letter valid as to the IRS Company, if applicable) with respect to each such Company Employee Plan all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, it under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in all material respects in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) each . Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter, or opinion letter on which the Company is entitled to rely, from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), Code or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a determination letter letter, and make any amendments necessary to obtain a favorable determination and no event nothing has occurred which would adversely affect the status of such determination letter or the qualified status of as to any such Company Employee Plan; (iii) Plan which has resulted or is likely to result in the revocation of such qualification or which requires or could require action under the compliance resolution programs of the IRS to preserve such qualification. No Company Employee Plan and no party in interest with respect thereto has engaged in a “prohibited transaction,” within which could subject the meaning of Company directly or indirectly to liability under Section 4975 of the Code or Sections 406 and 407 409 or 502(i) of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan nor, to the Company’s Knowledge, is there any reasonable basis therefor. No communication, report or disclosure has been made which, at the time of disclosure, did not accurately reflect the terms and operation of the relevant Company Employee Plan; (v) . The Company has not undertaken to maintain any Company Employee Plan for any period of time and each Company Employee Plan can be amended, terminated or otherwise discontinued on or after the Effective Time in accordance with its terms, without Liability liability to Parentthe Company, the Company IntraLinks or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened by the IRS IRS, DOL or any other Governmental Entity having jurisdiction over the Company with respect to any Company Employee Plan. All annual reports and other filings required by the IRS, DOL or any other similar Governmental Entity with respect to any having jurisdiction over the Company Employee Plan; (vii) neither have been timely made. Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(l) of ERISA or Sections Section 4975 through 4980 4980D of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any similar Laws of other Applicable Lawjurisdictions applicable to the Company and no Company Employee Plan is sponsored or maintained by any Person that is or was considered to be a co-employer with the Company.

Employee Plan Compliance. (i) (A) Each of the Company, its Subsidiaries, and, to the Knowledge of the Company, any Employer of Record engaged by the Company or one of its Affiliates Subsidiaries, has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in material default or violation of, or has and, as of the Agreement Date, the Company and its Subsidiaries have no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code is so qualified and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable IRS determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or there has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and been no event or condition that has occurred which would adversely affected or could reasonably be expected to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, Legal Proceedings pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v. There are no audits, inquiries or Legal Proceeding pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any Subsidiary is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiaries have made all contributions and other payments required by and due under the terms of each Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates Seller and each ERISA Affiliate has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has Knowledge no knowledge of any default or violation by any other party to, each Company to any Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) each Company . Each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification, or advisory letter from the IRS with respect to each such Company Employee Plan as to its such Employee Plan’s qualified status under the Code, ERISA and including all amendments to the Uruguay Round Agreements Act, Code effected by the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 1994, the Small Business Job Protection Act of 1996 1986 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no subsequent legislation. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, ERISA (or any administrative class exemption issued thereunder) has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits Actions or claims Proceedings pending, or, to the Knowledge knowledge of the CompanySeller or ERISA Affiliate, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company . Each Employee Plan can may be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsClosing, without material Liability to Parent, the Company Buyer or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there Affiliates. There are no audits, inquiries inquiries, or proceedings pending or, to the Knowledge knowledge of the CompanySeller or its ERISA Affiliates, threatened by the IRS or DOL or any other similar Governmental Entity Department of Labor with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate , and none of Seller or its ERISA Affiliates is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the The Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or has Knowledge and have no knowledge of any material default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its ERISA Affiliates (other than ordinary notice and administration expenses typically incurred in a termination eventrequirements and expenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each ERISA Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established established, maintained, funded, and maintained administered in all material respects in accordance with its the terms of the applicable controlling documents and in material compliance with all Applicable Law, including but not limited to ERISA or the Code; (ii) each applicable Legal Requirements. Each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code is so qualified and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under or is the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act subject of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect opinion letter from the status of such determination letter or IRS on the qualified status form of such Company Employee Plan; (iii) , in either case, on which the Company can rely and there are no facts or circumstances that could be reasonably likely to adversely affect the qualified status of any such Company Employee Plan. No material “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or could reasonably anticipated be expected to be commenced (other than routine undisputed claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, Department of Labor, or any other similar Governmental Entity Authority with respect to any Company Employee Plan; (vii) neither . None of the Company nor any Affiliate Acquired Companies is subject to any material penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Acquired Companies have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan (other than any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established established, administered, funded and maintained in all material respects in accordance compliance with its terms and in material compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) each all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either are so qualified, have received a favorable timely determination letter or opinion letters from the IRS with respect to each the effect that such Company Employee Plan as to its Plans are so qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination or opinion letter or the qualified status of has been revoked nor has any such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISArevocation been threatened, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, orand, to the Knowledge of the Company, threatened Company no circumstance exists that is likely to result in the loss of or reasonably anticipated (other than routine claims for benefitsadversely affect such qualified status under Section 401(a) against any Company Employee Plan or against of the assets of any Company Employee PlanCode; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (viiii) there are no audits, inquiries or proceedings Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or DOL the U.S. Department of Labor, or any other similar Governmental Entity with respect to any Company Employee Plan; (viiiv) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 none of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to Company, any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred andSubsidiaries or, to the Knowledge of the Company, any of their respective ERISA Affiliates has engaged in a transaction that would subject the Company, any of its Subsidiaries or any ERISA Affiliate of any of them to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (v) there exists has been no condition or set breach of circumstances in connection with which fiduciary duty (as determined under ERISA) by the Company or any Affiliate of its Subsidiaries or, to the Knowledge of the Company could be subject Company, any third-party fiduciary with respect to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.Plan. Table of Contents

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the CompanyCompany or the Principal Shareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, Parent or the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or the Principal Shareholders, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . The Company nor any Affiliate is not subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) Except as would not, individually or in the aggregate, have a Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates underMaterial Adverse Effect, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) each . All the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either have received a favorable timely determination letter letters from the IRS with respect to each such Company Employee Plan as to its qualified status under the CodeIRS, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter has been revoked nor has revocation been threatened, and no act or omission has occurred, that would reasonably be expected to result in the loss of its qualification. There are no audits, inquiries or proceedings pending or, to the knowledge of Company or any Company ERISA Affiliates, threatened by the Internal Revenue Service (“IRS”) or the qualified status Department of such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code Labor, or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred any similar Governmental Entity with respect to any Company Employee Plan; (iv) . Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there are no actions, suits or claims Proceedings pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan Plan. Neither the Company or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after nor to the Effective Time in accordance with its terms, without Liability to Parent, knowledge of the Company or any of its Affiliates “disqualified person” (other than ordinary administration expenses typically incurred as defined in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and ) or “party in interest” (viiias defined in Section 3(18) all contributions due from of ERISA), has engaged in any non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which, individually or in the aggregate, have a Company or any Affiliate with respect to any Material Adverse Effect. To the knowledge of Company, each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered operated since January 1, 2005 in accordance good faith compliance with its terms and Applicable Law, including ERISA Section 409A of the Code and the Code. With respect Treasury Regulations and other guidance issued thereunder, except for such noncompliance that would not reasonably be expected to the Company Employee Plans, no event has occurred and, to the Knowledge result in any material liability under Section 409A of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject Code to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Lawplan participants.

Employee Plan Compliance. (iExcept as set forth on Section 2.15(d) (A) of the Company or one of Disclosure Schedule, the Company and its Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or has Knowledge and have no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company . Any Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has (i) either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination, and (ii) incorporates or has been amended to incorporate all provisions required to have been adopted to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect such qualified status. To the status knowledge of such determination letter or the qualified status of such Company Employee Plan; (iii) Company, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company . Each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without Liability liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there Affiliates. There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or IRS, the DOL or any other similar Governmental Entity Authority with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each Affiliate have timely made all contributions and other payments required by and due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company of each Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or has Knowledge and have no knowledge of any material default or violation by any other party to, each any Company Employee PlanPlan or Employee Agreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable applicable Law, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, ERISA has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) , in each case that would reasonably be expected to result in a material liability to the Company or any ERISA Affiliate. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax that is due and payable with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) Code that remains unsatisfied. The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one and each of its ERISA Affiliates has performed has, in all material respects respects, performed all material obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in material default or material violation of, or and the Company and each of its Subsidiaries has no Knowledge of any material default or material violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a(i) is the subject of the Code has either received a an unrevoked favorable determination letter from the IRS with respect to each such Company Employee Plan as to its Plan’s qualified status under the Code, ERISA and which determination letter covers all Tax Law changes for which such a determination letter may be sought, (ii) has a timely filed request for such a letter pending with the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or has remaining a period of time under the Code or applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter request, and make any amendments necessary to obtain obtain, such a favorable determination and no event has occurred which would adversely affect letter from the status of such determination letter IRS, or the qualified status of such Company Employee Plan; (iii) is a prototype or volume submitter plan entitled, under applicable IRS guidance, to rely on the favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype or volume submitter plan. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. None of the Company, any Subsidiary or, to the Knowledge of the Company, any other Person has engaged in a “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and that is not otherwise exempt under Section 408 of ERISAERISA and that would result in a material liability to the Company or any Subsidiary, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to ParentAcquiror, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration and termination expenses typically incurred in a and benefits that were earned, vested or accrued under such Company Employee Plan as of the date of such amendment, termination eventor discontinuance); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any material penalty or material Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from . Except as would not result in a material liability to the Company or any Affiliate with respect to any of Subsidiary, the Company Employee Plans and each of its ERISA Affiliates have been timely made as required, including as all contributions and other payments required by and due under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to terms of each Company Employee Plan required Plan. There does not now exist, nor do any circumstances exist that would reasonably be expected to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Lawresult in, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge any Controlled Group Liability that would be a liability of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of or Subsidiary at the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawEffective Time.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates and each ERISA Affiliate has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or and the Company has no Knowledge of any material default or material violation by any other party to, each to any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms in all material respects and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or notification, advisory, or opinion letter, as applicable) as to its qualified status under the Code, ERISA Code with respect to all tax law changes prior to the Economic Growth and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Tax Relief Reconciliation Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no 2001. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to ParentAcquiror, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . The Company nor any Affiliate is not subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each ERISA Affiliate has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submittedPlan. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code[*] Confidential treatment requested. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.62 CONFIDENTIAL TREATMENT REQUESTED

Employee Plan Compliance. (i) (A) the The Company or one and each of its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each to any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms in all material respects and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or notification, advisory, or opinion letter, as applicable) as to its qualified status under the Code, ERISA Code with respect to all tax law changes prior to the Economic Growth and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Tax Relief Reconciliation Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no 2001. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each ERISA Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates any Affiliate ------------------------ has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has Knowledge no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and including all amendments to the Uruguay Round Agreements Act, Code effected by the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 1994, the Small Business Job Protection Act of 1996 1986 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”)subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no “. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without Liability material liability to Parentthe Buyer, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all . All contributions due from required to be made by the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS paid or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Lawaccrued.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries has performed in all material respects respects, all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company and each of its Subsidiaries has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code. To the Company’s Knowledge, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company Company, any of its Subsidiaries nor any ERISA Affiliate is currently subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; Code and (viii) no such penalty or tax is reasonably anticipated. The Company and each of its Subsidiaries have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed has, in all material respects respects, performed all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is in compliance with, the requirements prescribed by any and all applicable statutory or regulatory Legal Requirements, are not in material default or violation of, or and the Company has no Knowledge of any default or violation by any 41 other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable Legal Requirements, including but not limited to ERISA or and the Code; (ii) . For each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of Code, the Code Company has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination and/or opinion letter and make any amendments necessary there has been no event, condition or circumstances that has adversely affected or is likely to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits Actions pending or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated in writing (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the First Merger Effective Time in accordance with its terms, without Liability liability to Parent, Parent or the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventor with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the First Merger Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . The Company nor any Affiliate is not subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required and/or pursuant to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Lawapplicable Legal Requirements.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries and each ERISA Affiliate has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company and each of its Subsidiaries and each ERISA Affiliate has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, including statutes, orders, rules and regulations, including, but not limited to to, ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the CodeCode and there has been no event, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred condition or circumstance that has adversely affected or is likely to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the its tax-qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Sections 4975(c)(2) and 4975(d) of the code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to ParentPurchaser, the Company or any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity governmental entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Law, including but not limited applicable Laws. The Company and each of its Subsidiaries and ERISA Affiliates has performed all obligations required to ERISA or the Code; (ii) be performed by them under each Company Employee Plan. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code has timely obtained a favorable determination letter from the IRS or is entitled to rely on an opinion letter issued to the Plan’s prototype or volume submitter sponsor, and to the Knowledge of the Company, nothing has occurred since the date of that letter that could reasonably be expected to cause any such Company Employee Plan to fail to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA or Section 4975 of the Code, has occurred with respect to any Company Employee Plan; (iv) there . There are no material actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan that is not an Employee Agreement can be amended, terminated or otherwise discontinued after prior to the Effective Time in accordance with its terms, without material Liability to ParentCS, the Company, any Subsidiary of the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any of its Subsidiaries or ERISA Affiliates, threatened by the IRS or DOL IRS, U.S. Department of Labor or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . The Company nor any Affiliate is and its Subsidiaries and ERISA Affiliates are not subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company , nor is any employee or any Affiliate with respect to any former employee of the Company Employee Plans have been subject to penalty under Section 409A of the Code. The Company and each of its Subsidiaries and ERISA Affiliates has timely made as required, including as all contributions and other payments required by and due under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to terms of each Company Employee Plan required to have been submitted or has properly accrued all such contributions and other payments to the IRS or the DOL or similar Governmental Entity have been duly submittedextent such payments and contributions are not yet due. Each Company Employee Where applicable, each International Plan has been administered in accordance with approved by the relevant Governmental Entity so as to enable the Company and/or its terms and Applicable LawSubsidiaries or ERISA Affiliates to enjoy the most favorable taxation status possible, including ERISA and the Code. With respect Company is not aware of any basis on which such approval may cease to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Lawapply.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries has performed in all material respects respects, all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company and each of its Subsidiaries has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company Company, any of its Subsidiaries nor any ERISA Affiliate is currently subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; Code and (viii) no such penalty or tax is reasonably anticipated. The Company and each of its Subsidiaries have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) Except as would not, individually or in the aggregate, have a Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates underMaterial Adverse Effect, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) each . All the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either have received a favorable timely determination letter letters from the IRS with respect to each such Company Employee Plan as to its qualified status under the CodeIRS, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter has been revoked nor has revocation been threatened, and no act or omission has occurred, that would reasonably be expected to result in the loss of its qualification. There are no audits, inquiries or proceedings pending or, to the knowledge of Company or any Company ERISA Affiliates, threatened by the Internal Revenue Service ("IRS") or the qualified status Department of such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code Labor, or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred any similar Governmental Entity with respect to any Company Employee Plan; (iv) . Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there are no actions, suits or claims Proceedings pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan Plan. Neither the Company or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after nor to the Effective Time in accordance with its terms, without Liability to Parent, knowledge of the Company or any of its Affiliates "disqualified person" (other than ordinary administration expenses typically incurred as defined in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and ) or "party in interest" (viiias defined in Section 3(18) all contributions due from of ERISA), has engaged in any non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which, individually or in the aggregate, have a Company or any Affiliate with respect to any Material Adverse Effect. To the knowledge of Company, each "nonqualified deferred compensation plan" (as defined in Section 409A(d)(1) of the Code) of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered operated since January 1, 2005 in accordance good faith compliance with its terms and Applicable Law, including ERISA Section 409A of the Code and the Code. With respect Treasury Regulations and other guidance issued thereunder, except for such noncompliance that would not reasonably be expected to the Company Employee Plans, no event has occurred and, to the Knowledge result in any material liability under Section 409A of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject Code to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Lawplan participants.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has and each Affiliate have performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or has Knowledge and have no knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each , except for such failure to perform, default, violation or non-compliance that would not reasonably be expected to have a Material Adverse Effect. Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending which have been served on the Company or an Affiliate or, to the Knowledge knowledge of the Company, otherwise pending or threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v. Other than as set forth in Section 2.11(h) below, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates Affiliate (other than accrued benefits and ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened in writing by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any material penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) its Affiliates have made all material contributions and other payments required by and due from under the terms of each Company Employee Plan. Neither the Company nor an Affiliate maintains or has any Affiliate obligation under a nonqualified deferred compensation plan within the meaning of Code Section 409A that fails to meet the requirements of paragraph (2), (3), or (4) of Code Section 409A or that is not operated in accordance with a good faith interpretation of such requirements or with respect to any of which assets are subject to Code Section 409A(b). Neither the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as nor an Affiliate has any obligation to each make a nondeductible contribution to any Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed has, in all material respects respects, performed all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in material default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . No Company Employee Plan is or has ever been a plan or arrangement that is, or intended to qualify be, qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventor with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (iExcept as set forth on Schedule 2.15(c) (A) of the Disclosure Schedule, the Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither are in material compliance with, the Company nor requirements prescribed by any of its Affiliates is and all applicable statutory or regulatory Legal Requirements, are not in default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable Legal Requirements, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA Code and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event nothing has occurred which would adversely affect since the status date of such determination letter that has or the qualified status of is reasonably likely to affect such Company Employee Plan; (iii) no qualification. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits Actions pending or claims pending, or, to the Company’s Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) ), against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Times in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventor with respect to other benefits, other than bonuses, commissions, payments or amounts due under other compensation or equity plans, that were previously earned, vested or accrued under Company Employee Plans prior to the First Effective Time); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company’s Knowledge, threatened threatened, by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) its ERISA Affiliates have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required and/or pursuant to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Lawapplicable Legal Requirements.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation in any material respect of, or and the Company and each of its Subsidiaries has no Knowledge of any material default or violation by any other party to, each or service provider for, any Company Employee Plan, and each Company Employee Plan has been established established, administered and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or ERISA, the Code; (ii) each Code and other federal, state and local law. Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its current qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred Code or is maintained pursuant to as “GUST”), a prototype or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “volume submitter plan document. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits suits, claims, or claims pending, voluntary correction program applications pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against or with respect to any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventor liabilities that are set forth on the Company Balance Sheet); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company Company, any of its Subsidiaries or ERISA Affiliates, nor any Affiliate Company Employee Plan fiduciary is subject to any material liability, penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA ERISA, part 4 of Title I of ERISA, or Sections 4975 through 4980 4980G of the Code; . For the three years preceding the date of this Agreement, the Company and (viii) each of its Subsidiaries have timely made all contributions (including employee payroll deduction contributions) and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. Except in each case as would not be reasonably expected to have a Material Adverse Effect on the Company (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established operated and maintained administrated in all material respects in accordance with its terms and in compliance with all Applicable Law, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iii) to the Company’s Knowledge no Employee has committed a breach of any responsibility imposed upon fiduciaries by Title I of ERISA or any Applicable Law with respect to any Company Employee Plan; (iv) there are no actionsjudicial, suits regulatory, arbitration or claims similar Proceedings pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no auditsinquiries, inquiries audits or proceedings Proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee PlanPlan or any related trust; (viivi) neither the Company nor nor, to the Knowledge of the Company, any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company Code or any Affiliate other Applicable Law; (vii) each Pension Plan that is intended to be qualified under Section 401(a) of the Code or other Applicable Law is so qualified and has received a favorable determination opinion, notification or advisory letter with respect to any of such status from the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar applicable Governmental Entity have been duly submitted. Each Company Employee Plan or has been administered in accordance with its terms time remaining to apply under Applicable Law for a determination or opinion letter and Applicable Lawto make any necessary amendments, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no event has occurred and no condition or set circumstance exists which may reasonably be expected to result in the disqualification of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPension Plan.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) each all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended to qualify under Section 501(a) of the Code has either have received a favorable timely determination letter letters from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, orbeen revoked nor, to the Knowledge of the Company, threatened has any such revocation been threatened, or, with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is reasonably likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely paid or reasonably anticipated (accrued all contributions, benefits, premiums, and other than routine claims for benefits) against any payments required by the terms of each Company Employee Plan or against the assets of any Company Employee Planand applicable Law and accounting principles; (viv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to Parent, the Company Company, or any of its Affiliates Subsidiaries (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); and (viv) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is of its Company ERISA Affiliates has engaged in a transaction that could reasonably subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Company ERISA Affiliate with respect to any a tax or penalty imposed by either Section 4975 of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.Section 502(i) of ERISA, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. -40-

Employee Plan Compliance. (i) (A) the The Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or violation of, or has Knowledge and neither Company nor its ERISA Affiliates have any knowledge of any material default or violation by any other party to, each Company any Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms terms, and in compliance in all material respects with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee . Any Pension Plan intended to qualify be qualified under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, before the expiration of the requisite period under applicable regulations of the Department of the Treasury (“Treasury”) or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA IRS; or such requisite period has not yet expired; and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 19941986 and subsequent legislation, except for any such provisions for which the Small Business Job Protection Act requisite period to make such amendments has not yet expired. For each Pension Plan that is intended to be qualified under Section 401(a) of 1996 and the Taxpayer Relief Act Code there has been, to the knowledge of 1997 (collectively referred the Company, no event, condition or circumstance that has adversely affected or could reasonably be expected to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Pension Plan. Neither the Company (nor, to the knowledge of the Company, any other Employee Plan; Plan administrator or fiduciary) reasonably expect that any person that has been providing services to the Company or an ERISA Affiliate within the last five (iii5) years and has been classified as an independent contractor on the books and records of the Company or ERISA Affiliate will be recharacterized as an employee of the Company or ERISA Affiliate for any purpose whatsoever, including for purposes of federal, state and local income Tax withholding, workers’ compensation and unemployment insurance and Employee Plan eligibility. To the knowledge of the Company (after reasonable inquiry of any other Employee Plan administrator or fiduciary), no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and that is not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Plan that is subject to such provisions of the Code or ERISA, nor has the Company Employee Plan; (iv) there or any ERISA Affiliate engaged in any such prohibited transaction. There are no actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated Actions (other than routine claims for benefits) pending or, to the knowledge of the Company or any ERISA Affiliate, threatened against any Company Employee Plan, the fiduciaries of any Employee Plan or against the assets of any Company Employee Plan; (v) each Company . Each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to ParentHoldco, the Company or any of its ERISA Affiliates (other than ordinary Liabilities for benefits accrued before such change, and routine administration expenses typically incurred in a with respect to any such amendment, termination eventor discontinuance); (vi) there . There are no audits, inquiries or proceedings pending orpending, or to the Knowledge knowledge of the CompanyCompany or any ERISA Affiliate threatened, threatened by the IRS or IRS, DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) . To the knowledge of the Company or any ERISA Affiliate, neither the Company nor any ERISA Affiliate is subject to any material penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 511 or 4975 through 4980 of the Code; and (viii. Except to the extent provided under Section 2.13(d) all contributions due from of the Disclosure Letter, the Company or any Affiliate with respect to any of the Company Employee Plans and its ERISA Affiliates have been each timely made as required, including as all material contributions and other payments required by and due under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to terms of each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) To the best of the knowledge of the Company, the Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither are not, to the Company nor any of its Affiliates is extent material, in default or violation of, or has Knowledge and neither Company nor its ERISA Affiliates have any knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii. Except as set forth in Section 2.11(d) each of the Company Disclosure Letter, to the best of the knowledge of the Company, any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable U.S. Department of the Treasury ("Treasury") Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the CodeIRS, ERISA and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 19941986 and subsequent legislation. To the best of the knowledge of the Company, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”)Code there has been no event, condition or circumstance that has remaining a period of time under applicable Treasury regulations adversely affected or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would could adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) . To the best of the knowledge of the Company, no “material "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) . To the best of the knowledge of the Company, there are no actions, suits or claims pending, pending or, to the Knowledge of the Company's or any ERISA Affiliates' knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Plan that could reasonably be expected, individually or in the aggregate, to cause material liability to the Company. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its ERISA Affiliates (other than ordinary routine administration expenses typically incurred in a with respect to any such amendment, termination eventor discontinuance); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge Company's or any of the Company, its ERISA Affiliates' knowledge threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . Neither Company nor any ERISA Affiliate is subject to any material penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . Company and (viii) its ERISA Affiliates have each timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS extent any failure, individually or in the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered aggregate, would result in accordance with its terms and Applicable Law, including ERISA and the Code. With respect material Liabilities to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. Except as set forth on SCHEDULE 2.25(d), (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has Knowledge no knowledge of any default or violation by of any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, ERISA and including all amendments to the Uruguay Round Agreements Act, Code effected by the Uniformed Services Employment and Reemployment Rights Tax Reform Act of 1994, the Small Business Job Protection Act of 1996 1986 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”)subsequent legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no “"prohibited transaction,” ", within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parentthe Company, the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i501(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, ERISA has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Plan that would reasonably be expected to result in any material liability to the Company. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each to any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or notification, advisory, or opinion letter, as applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the each Company Employee Plans have been timely made as required, including as required under ERISA or Plan. To the extent subject to Section 409A of the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance compliance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge Section 409A of the CompanyCode since January 1, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law2005.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates has Subsidiaries have performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the CodeCode or is in a prototype or volume submitter plan document that has been pre-approved by the IRS as is evidenced by a letter from the IRS. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred condition or circumstance that has adversely affected or is likely to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “status. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to ParentBuyer, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each ERISA Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company and each of its Subsidiaries has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the CompanyCompany or the Principal Stockholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or the Principal Stockholders or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company Company, any of its Subsidiaries nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has and each Affiliate have performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or has Knowledge and have no knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each , except for such failure to perform, default, violation or non-compliance that would not reasonably be expected to have a Material Adverse Effect. Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending which have been served on the Company or an Affiliate or, to the Knowledge knowledge of the Company, otherwise pending or threatened in writing or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v. Other than as set forth in Section 2.11(h) below, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates Affiliate (other than accrued benefits and ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened in writing by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any material penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) its Affiliates have made all material contributions and other payments required by and due from under the terms of each Company Employee Plan. Neither the Company nor an Affiliate maintains or has any Affiliate obligation under a nonqualified deferred compensation plan within the meaning of Code Section 409A that fails to meet the requirements of paragraph (2), (3), or (4) of Code Section 409A or that is not operated in accordance with a good faith interpretation of such requirements or with respect to any of which assets are subject to Code Section 409A(b). Neither the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as nor an Affiliate has any obligation to each make a nondeductible contribution to any Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Law, including but not limited applicable laws. The Company and each of its ERISA Affiliates has performed all material obligations required to ERISA or the Code; (ii) be performed by them under each Company Employee Plan. Each Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code either has either received timely obtained a favorable determination letter from the IRS, or is in the form of a prototype, master or volume submitter plan document that has a current letter from the IRS stating that the language of such plan document meets the qualification requirements of Section 401(a) of the Code and the Company is entitled to reliance on such letter with respect regard to each such Company Employee Plan, and nothing has occurred since the date of that determination letter or adoption of that prototype, master or volume submitter plan document that could reasonably be expected to cause any such Company Employee Plan as to its qualified status fail to qualify under § 401(a) of the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no material actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) . As of the Closing, each Company Employee Plan that is not an Employee Agreement can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, terms without Liability to ParentBlackbaud, the Company Company, or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, its ERISA Affiliates or the Stockholders threatened by the IRS or DOL IRS, U.S. Department of Labor or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the . The Company nor any Affiliate is and its ERISA Affiliates are not subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company , nor is any employee or any Affiliate with respect to any former employee of the Company Employee Plans subject to penalty or additional tax under Section 409A of the Code. The Company and each of its ERISA Affiliates have been timely made as required, including as all contributions and other payments required by and due under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to terms of each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or and the Code; (ii) . Company and its Company ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan Plan. All the Company Employee Plans that are intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of have received timely determination letters from the Code has either received a favorable IRS, no such determination letter from the IRS with respect to each has been revoked nor has revocation been threatened, and no such Company Employee Plan as to has been amended since the date of its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would reasonably be expected to result in the qualified status loss of such Company Employee Plan; (iii) no its qualification. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits . Neither Company nor any Company ERISA Affiliate is subject to any penalty or claims pending, or, tax with respect to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan under Section 502(i) of ERISA or against Sections 4975 through 4980 of the assets Code, nor is any employee of Company subject to any penalty under Section 409A of the Code. Company and each Company ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan; . Where applicable and to the knowledge of Company, each Company Employee Plan that is maintained in any non-U.S. jurisdiction (veach, a “Company International Plan”) has been approved by the relevant taxation and Governmental Entity so as to enable Company and/or its Company ERISA Affiliate to enjoy the most favorable taxation status possible, and Company is not aware of any basis on which such approval may cease to apply. Except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability material liability to Parent, the Company or any of its Company ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings Proceedings pending or, to the Knowledge knowledge of the Company, threatened by the IRS Internal Revenue Service (“IRS”) or DOL the Department of Labor (“DOL”), or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each No Company Employee Plan has been administered in accordance with its terms and Applicable Lawassets that include securities issued by Company or a Company ERISA Affiliate. There are no Proceedings pending, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred andor, to the Knowledge knowledge of the Company, there exists no condition threatened or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability reasonably anticipated (other than routine claims for routine benefit Liabilitiesbenefits) under the terms of, or with respect to, such against any Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or has and have no Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination; and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims Claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan (excluding individual award agreements entered into under such plan that require the Employee’s consent to amend or terminate such agreement) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, Parent or the Company or any of its ERISA Affiliates (other than ordinary notice and administration expenses typically incurred in a termination eventrequirements and expenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliate, threatened by the IRS or DOL IRS, the United States Department of Labor or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each ERISA Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one and each of its ERISA Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or and the Company has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. To the Knowledge of the Company, for each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) its Subsidiaries have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (iExcept as set forth on Section 2.22(d) (A) ------------------------ --------------- of the Disclosure Schedule, the Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the CompanyCompany or the Principal Stockholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or the Principal Stockholders or any Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. The Company and each of its Subsidiaries (i) (A) the Company or one of its Affiliates has performed has, in all material respects respects, performed all obligations required to be performed by the it under each Company Employee Plan, (ii) is not in material default or its Affiliates underviolation of any Company Employee Plan, and (Biii) neither the Company nor any of its Affiliates is in default or violation of, or has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each . Each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable LawLegal Requirements and Orders, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), incorporates or has remaining a period of time under been amended to incorporate all provisions required to comply with all currently applicable Treasury regulations legislation, and there has been no event, condition or IRS pronouncements in which circumstance that has adversely affected or is likely to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any ERISA Affiliate (other than ordinary administration expenses typically incurred or with respect to benefits that were previously earned, vested or accrued in a the ordinary course under Company Employee Plans prior to such amendment, termination eventor discontinuation); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company Company, any of its Subsidiaries nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries has in all material respects timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates and has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or and the Company has Knowledge no knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its Affiliates ERISA Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any ERISA Affiliates, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) . The Company has timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one of and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in default or violation of, or has Knowledge and neither Company nor its ERISA Affiliates have any knowledge of any default or violation by any other party to, each any Company Employee Plan, and each except, in the aggregate, as would not reasonably be expected to be material to Company. Each Company Employee Plan has been established and maintained by Company and any ERISA Affiliates in accordance with its material terms and in compliance in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code could apply for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust related to any such Company Employee Plan and intended to qualify under Section 501(a) of the Code incorporates, or has been amended to incorporate, or time remains for making an amendment to incorporate, all provisions required to comply with the Tax Reform Act of 1986 and subsequent federal legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, ERISA and the Uruguay Round Agreements Actthere has been no event, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred condition or circumstance that has adversely affected or is likely to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any such Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company's or any ERISA Affiliates' knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or any of its ERISA Affiliates (other than ordinary routine administration expenses typically incurred in a with respect to any such amendment, termination eventor discontinuance); (vi) there . There are no audits, inquiries or proceedings pending orpending, or to the Knowledge of the Company, 's or any ERISA Affiliates' knowledge threatened by the IRS or IRS, DOL or any other similar Governmental Entity Entity, with respect to any Company Employee Plan; (vii) neither the . Neither Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; Code that could result in material liability to Company. Company and (viii) its ERISA Affiliates have each timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required Plan, except as would not reasonably be expected to have been submitted result in material liability to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.

Employee Plan Compliance. (i) (A) the Each Company or one of its Affiliates Employee Plan has performed been established, funded and maintained in accordance, in all material respects respects, with its terms and applicable Laws, and no act or omission has occurred and no condition exists with respect to any Company Employee Plan that would subject the Company any of its Subsidiaries or Parent to any material fine, penalty, Tax or other liability imposed under ERISA, the Code or other applicable Law. The Company and its Subsidiaries and ERISA Affiliates have performed all material obligations required to be performed by the Company or its Affiliates under, and (B) neither the Company nor any of its Affiliates is in default or violation of, or has Knowledge of any default or violation by any other party to, them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Law, including but not limited to ERISA or the Code; (ii) each . Each Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received timely obtained a favorable determination or opinion letter from the IRS with respect to each such that the Company Employee Plan as and, to its qualified status under the CodeCompany's Knowledge, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred is currently entitled to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination rely upon and no fact or event has occurred which that would reasonably be expected to adversely affect the such qualified status or tax exempt status of such determination letter or the qualified status of such Company Employee Plan; (iii) no “plan. No "prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, Actions pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other threatened(other than routine claims for benefitsbenefits and administrative expenses) against any Company Employee Plan or against the assets thereof. As of any Company Employee Plan; (v) each Company Employee Plan can be amendedthe date of this Agreement, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL IRS, U.S. Department of Labor or any other similar Governmental Entity Authority with respect to any Company Employee Plan; (vii) neither Plan that are material to the Company nor any Affiliate is and its Subsidiaries, taken as a whole. Except as set forth on Section 2.20(c) of the Disclosure Schedule, the Company and its Subsidiaries and ERISA Affiliates are not subject to **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, nor to the Knowledge of the Company, there exists no condition or set has any Employee committed any breach of circumstances fiduciary duty imposed by Title I of ERISA. The Company and its Subsidiaries and ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan and applicable Law, except as would not reasonably be likely to result in connection with which material liability to the Company or its Subsidiaries, taken as a whole, and all contributions for any Affiliate of period ending on or before the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, Closing Date that are not yet due have been made or properly accrued in accordance with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.GAAP

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates Subsidiaries has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in default or violation of, or and the Company has Knowledge no knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each any trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company or Company, any of its Affiliates Subsidiaries or any Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company Company, nor any of its Subsidiaries nor any Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each of its Subsidiaries has made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the Company or one of its The Acquired Companies and their ERISA Affiliates has have performed in all material respects all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or material violation of, or has and have no Knowledge of any material default or material violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination, and (ii) incorporates, has been amended to incorporate or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to amend to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) . As of the date of this Agreement, there are no neither any actions, suits or claims pending, or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan nor have there ever been any actions, suits or claims (other than routine claims for benefits) asserted with respect to any Company Employee Plan; (v) each . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Parent, the Company Acquired Companies or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL DOL, or any other similar Governmental Entity Body with respect to any Company Employee Plan; (vii) neither . Neither the Company Acquired Companies nor any ERISA Affiliate is subject to any penalty or Tax tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Acquired Companies and (viii) each ERISA Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawPlan.

Employee Plan Compliance. (i) (A) the The Company or one of its Affiliates has performed in all material respects all obligations required to be performed by the Company or its Affiliates it under, and (B) neither the Company nor any of its Affiliates is not in material default or violation of, or and, as of the Agreement Date, has no Knowledge of any material default or violation by any other party to, each any Company Employee Plan or, in each case, to the Knowledge of the Company, any PEO Plan, and each Company Employee Plan and, to the Knowledge of the Company, each PEO Plan has been established and maintained in accordance in all material respects in accordance with its terms and in material compliance with all Applicable Lawapplicable Laws, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan or PEO Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received obtained a favorable IRS determination letter from the IRS with respect to each such Company Employee Plan (or opinion letter, if applicable) as to its qualified status under the Code, ERISA and and, to the Uruguay Round Agreements ActKnowledge of the Company, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), or there has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and been no event has occurred which or condition that would reasonably be expected to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan or, to the Knowledge of the Company, any PEO Plan; (iv) there , that, individually or in the aggregate, could reasonably be expected to result in material liability to the Company. There are no actions, suits or claims pending, Legal Proceedings pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan Plan, or to the Knowledge of the Company, any PEO Plan, or against the assets of any Company Employee Plan; (v, or to the Knowledge of the Company, any PEO Plan. There are no audits, inquiries or Legal Proceeding pending or to the Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan, or to the Knowledge of the Company, any PEO Plan. The Company is not subject to any material penalty or Tax with respect to any Company Employee Plan or, to the Knowledge of the Company, any PEO Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has made all material contributions and other payments required by and due under the terms of each Company Employee Plan, and to the Knowledge of the Company, each PEO Plan. Each Company Employee Plan and PEO Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company terms or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS or DOL or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable Law.contractual arrangement applicable thereto.2

Employee Plan Compliance. (i) (A) the The Company or one and each of its Affiliates has performed Subsidiaries has, in all material respects respects, performed all obligations required to be performed by the Company or its Affiliates them under, and (B) neither the Company nor any of its Affiliates is are not in material default or material violation of, or and the Company and each of its Subsidiaries has no Knowledge of any material default or material violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all Applicable Lawapplicable Laws and orders, including but not limited to ERISA or the Code; (ii) each . Any Company Employee Plan intended to qualify be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either received applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination letter from the IRS with respect to each such Company Employee Plan determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status under from the Code, ERISA and the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), IRS or still has a remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, to the Knowledge of the Company, there has been no event event, condition or circumstance that has occurred which would adversely affected or is likely to adversely affect the status of such determination letter or the qualified status of such Company Employee Plan; (iii) no status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there . There are no actions, suits or claims pending, pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there . There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, or threatened by the IRS or DOL IRS, DOL, or any other similar Governmental Entity with respect to any Company Employee Plan; (vii) neither . Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and each of its Subsidiaries have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan. There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would be a liability (viiicontingent or otherwise) all contributions due from of the Company or any ERISA Affiliate with respect to any of at the Company Employee Plans have been timely made as required, including as required under ERISA or the Code, and all Liabilities have been accrued on the Company Balance Sheet, as applicable. All filings and reports as to each Company Employee Plan required to have been submitted to the IRS or the DOL or similar Governmental Entity have been duly submitted. Each Company Employee Plan has been administered in accordance with its terms and Applicable Law, including ERISA and the Code. With respect to the Company Employee Plans, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Affiliate of the Company could be subject to any material Liability (other than for routine benefit Liabilities) under the terms of, or with respect to, such Company Employee Plans, ERISA, the Code or any other Applicable LawEffective Time.