Common use of Employee Retirement Income Security Act of 1974 Clause in Contracts

Employee Retirement Income Security Act of 1974. To SFX's knowledge, information and belief: (a) Section 3.12(a) of the SFX Disclosure Schedule contains a true, accurate and complete list of all employees employed in the ownership or operation of any of the Future SFX Assets or the conduct of the business of the Future SFX Station (the "Future SFX Station Employees"), together with each such employee's title or the capacity in which he or she is employed and all Employment Arrangements with respect to such employee (each, an "SFX Employment Arrangement"). All of the SFX Employee Plans and all other SFX Employment Arrangements are listed in Section 3.12(a) of the SFX Disclosure Schedule and true, complete and accurate copies of all such written SFX Employee Plans and SFX Employment Arrangements (or related insurance policies) have been furnished to EZ, along with copies of any employee handbooks or similar documents describing such SFX Employee Plans or any other SFX Employment Arrangements. Section 3.12(a) of the SFX Disclosure Schedule also contains a true, complete and accurate description of any unwritten SFX Employee Plan or other unwritten SFX Employment Arrangement. (b) Each SFX Employment Arrangement has been administered in compliance with its own terms and in Material compliance with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any other applicable federal or state Laws. SFX is not aware of any pending audit or examination of any SFX Employee Plan or any other SFX Employment Arrangement by any Authority or of any facts which would lead it to believe that any such audit or examination is threatened. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any SFX Employee Plan or any other SFX Employment Arrangement pending or, to SFX's knowledge, information and belief, threatened against any SFX Employee Plan or any other SFX Employment Arrangement, and no SFX Party possesses any knowledge of any facts which could give rise to any such Legal Action or Claim. (c) No SFX Party contributes to or is required to contribute to any Multiemployer Plan with respect to the Future SFX Station Employees and neither any SFX Party nor any other trade or business under common control with any SFX Party (within the meaning of Section 414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects to incur any "withdrawal liability," as defined under Section 4201 et seq. of ERISA. (d) Except as described in Section 3.12(d) of the SFX Disclosure Schedule, neither any SFX Party nor any other trade or business under common control with any SFX Party (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes to any SFX Employment Arrangement that provides retiree medical or retiree life insurance coverage to the Future SFX Station Employee upon his/her retirement. (e) Except as described in Section 3.12(e) of the SFX Disclosure Schedule with respect to each SFX Employee Plan and, to the extent applicable, any other compensation arrangement comprising an SFX Employment Arrangement: (i) each such SFX Employee Plan that is intended to be tax-qualified, and each amendment thereto, is the subject of a favorable determination letter, and no plan amendment thereto that is not the subject of a favorable determination letter would affect the validity of an SFX Employee Plan's letter; (ii) no prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Part 4 of ERISA, has occurred which would subject any SFX Party to any liability that could become a liability of EZ; and (iii) all contributions premiums or payments accrued, in whole or in part, under each such SFX Employee Plan or other SFX Employment Arrangement or with respect thereto as of the Closing will be paid by the appropriate SFX Party prior to the Closing. (f) For purposes of this Section, the term "SFX Employee Plan" shall mean any pension, profit-sharing, deferred compensation, vacation, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA to which any SFX Party (under the terms of Section 414(b), (c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which provides benefits to any person employed or previously employed at the Future SFX Station.

Employee Retirement Income Security Act of 1974. To SFX's knowledge, information and belief: (a) Section 3.12(a) of the SFX Evergreen Disclosure Schedule contains a true, accurate and complete list of all Evergreen employees employed in the ownership or operation of any of the Future SFX Evergreen Assets or the conduct of the business of any of the Future SFX Station Evergreen Stations (the "Future SFX Evergreen Station Employees"), together with each such employee's title or the capacity in which he or she is employed and all Employment Arrangements with respect to such employee (each, an "SFX Evergreen Employment Arrangement"). All of the SFX Evergreen Employee Plans and all other SFX Evergreen Employment Arrangements are listed in Section 3.12(a) of the SFX Evergreen Disclosure Schedule and true, complete and accurate copies of all such written SFX Evergreen Employee Plans and SFX Evergreen Employment Arrangements (or related insurance policies) have been furnished to EZ, along with copies of any employee handbooks or similar documents describing such SFX Evergreen Employee Plans or any other SFX Evergreen Employment Arrangements. Section 3.12(a) of the SFX Evergreen Disclosure Schedule also contains a true, complete and accurate description of any unwritten SFX Evergreen Employee Plan or other unwritten SFX Evergreen Employment Arrangement. (b) Each SFX Evergreen Employment Arrangement has been administered in compliance with its own terms and in Material compliance with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any other applicable federal or state Laws. SFX Evergreen is not aware of any pending audit or examination of any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement by any Authority or of any facts which would lead it to believe that any such audit or examination is threatened. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement pending or, to SFXEvergreen's knowledge, information and belief, threatened against any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement, and no SFX Evergreen Party possesses any knowledge of any facts which could give rise to any such Legal Action or Claim. (c) No SFX Evergreen Party contributes to or is required to contribute to any Multiemployer Plan with respect to any of the Future SFX Evergreen Station Employees and neither any SFX Evergreen Party nor any other trade or business under common control with any SFX Evergreen Party (within the meaning of Section 414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects to incur any "withdrawal liability," as defined under Section 4201 et seq. of ERISA. (d) Except as described in Section 3.12(d) of the SFX Evergreen Disclosure ScheduleStatement, neither any SFX Evergreen Party nor any other trade or business under common control with any SFX Evergreen Party (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes to any SFX Evergreen Employee Plan or any other Evergreen Employment Arrangement that provides retiree medical or retiree life insurance coverage to the Future SFX any Evergreen Station Employee upon his/her retirement. (e) Except as described in Section 3.12(e) of the SFX Evergreen Disclosure Schedule Statement with respect to each SFX Evergreen Employee Plan and, to the extent applicable, any other compensation arrangement comprising an SFX Evergreen Employment Arrangement: (i) each such SFX Evergreen Employee Plan that is intended to be tax-qualified, and each amendment thereto, is the subject of a favorable determination letter, and no plan amendment thereto that is not the subject of a favorable determination letter would affect the validity of an SFX Evergreen Employee Plan's letter; (ii) no prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Part 4 of ERISA, has occurred which would subject any SFX Evergreen Party to any liability that could become a liability of EZ; and (iii) all contributions premiums or payments accrued, in whole or in part, under each such SFX Evergreen Employee Plan or other SFX Evergreen Employment Arrangement or with respect thereto as of the Closing will be paid by the appropriate SFX Evergreen Party prior to the Closing. (f) For purposes of this Section, the term "SFX Evergreen Employee Plan" shall mean any pension, profit-sharing, deferred compensation, vacation, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA to which any SFX Evergreen Party (under the terms of Section 414(b), (c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which provides benefits to any person employed or previously employed at any of the Future SFX StationEvergreen Stations.

Employee Retirement Income Security Act of 1974. To SFX's knowledge, information and belief: (a) Section 3.12(a) of the SFX Evergreen Disclosure Schedule contains a true, accurate and complete list of all Evergreen employees employed in the ownership or operation of any of the Future SFX Evergreen Assets or the conduct of the business of the Future SFX Evergreen Station (the "Future SFX Evergreen Station Employees"), together with each such employee's title or the capacity in which he or she is employed and all Employment Arrangements with respect to such employee (each, an "SFX Evergreen Employment Arrangement"). All of the SFX Evergreen Employee Plans and all other SFX Evergreen Employment Arrangements are listed in Section 3.12(a) of the SFX Evergreen Disclosure Schedule and true, complete and accurate copies of all such written SFX Evergreen Employee Plans and SFX Evergreen Employment Arrangements (or related insurance policies) have been furnished to EZ, along with copies of any employee handbooks or similar documents describing such SFX Evergreen Employee Plans or any other SFX Evergreen Employment Arrangements. Section 3.12(a) of the SFX Evergreen Disclosure Schedule also contains a true, complete and accurate description of any unwritten SFX Evergreen Employee Plan or other unwritten SFX Evergreen Employment Arrangement. (b) Each SFX Evergreen Employment Arrangement has been administered in compliance with its own terms and in Material compliance with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any other applicable federal or state Laws. SFX Evergreen is not aware of any pending audit or examination of any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement by any Authority or of any facts which would lead it to believe that any such audit or examination is threatened. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement pending or, to SFXEvergreen's knowledge, information and belief, threatened against any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement, and no SFX Evergreen Party possesses any knowledge of any facts which could give rise to any such Legal Action or Claim. (c) No SFX Evergreen Party contributes to or is required to contribute to any Multiemployer Plan with respect to the Future SFX Evergreen Station Employees and neither any SFX Evergreen Party nor any other trade or business under common control with any SFX Evergreen Party (within the meaning of Section 414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects to incur any "withdrawal liability," as defined under Section 4201 et seq. of ERISA.. -- --- (d) Except as described in Section 3.12(d) of the SFX Evergreen Disclosure ScheduleStatement, neither any SFX Evergreen Party nor any other trade or business under common control with any SFX Evergreen Party (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes to any SFX Evergreen Employee Plan or any other Evergreen Employment Arrangement that provides retiree medical or retiree life insurance coverage to the Future SFX any Evergreen Station Employee upon his/her retirement. (e) Except as described in Section 3.12(e) of the SFX Evergreen Disclosure Schedule Statement with respect to each SFX Evergreen Employee Plan and, to the extent applicable, any other compensation arrangement comprising an SFX Evergreen Employment Arrangement: (i) each such SFX Evergreen Employee Plan that is intended to be tax-qualified, and each amendment thereto, is the subject of a favorable determination letter, and no plan amendment thereto that is not the subject of a favorable determination letter would affect the validity of an SFX Evergreen Employee Plan's letter; (ii) no prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Part 4 of ERISA, has occurred which would subject any SFX Evergreen Party to any liability that could become a liability of EZ; and (iii) all contributions premiums or payments accrued, in whole or in part, under each such SFX Evergreen Employee Plan or other SFX Evergreen Employment Arrangement or with respect thereto as of the Closing will be paid by the appropriate SFX Evergreen Party prior to the Closing. (f) For purposes of this Section, the term "SFX Evergreen Employee Plan" shall mean any pension, profit-sharing, deferred compensation, vacation, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA to which any SFX Evergreen Party (under the terms of Section 414(b), (c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which provides benefits to any person employed or previously employed at any of the Future SFX StationEvergreen Stations.

Employee Retirement Income Security Act of 1974. To SFX's knowledge, information and belief: (a) Section 3.12(a4.12(a) of the SFX EZ Disclosure Schedule contains a true, accurate and complete list of all EZ employees employed in the ownership or operation of any of the Future SFX EZ Assets or the conduct of the business of either of the Future SFX Station EZ Stations (the "Future SFX EZ Station Employees"), together with each such employee's title or the capacity in which he or she is employed and all Employment Arrangements with respect to such employee (each, an "SFX EZ Employment Arrangement"). All of the SFX EZ Employee Plans and all other SFX EZ Employment Arrangements are listed in Section 3.12(a4.12(a) of the SFX Evergreen Disclosure Schedule and true, complete and accurate copies of all such written SFX EZ Employee Plans and SFX EZ Employment Arrangements (or related insurance policies) have been furnished to EZ, along with copies of any employee handbooks or similar documents describing such SFX EZ Employee Plans or any other SFX EZ Employment Arrangements. Section 3.12(a4.12(a) of the SFX Evergreen Disclosure Schedule also contains a true, complete and accurate description of any unwritten SFX EZ Employee Plan or other unwritten SFX EZ Employment Arrangement. (b) Each SFX EZ Employment Arrangement has been administered in compliance with its own terms and in Material compliance with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any other applicable federal or state Laws. SFX EZ is not aware of any pending audit or examination of any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement by any Authority or of any facts which would lead it to believe that any such audit or examination is threatened. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement pending or, to SFXEZ's knowledge, information and belief, threatened against any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement, and no SFX EZ Party possesses any knowledge of any facts which could give rise to any such Legal Action or Claim. (c) No SFX EZ Party contributes to or is required to contribute to any Multiemployer Plan with respect to any of the Future SFX EZ Station Employees and neither any SFX EZ Party nor any other trade or business under common control with any SFX EZ Party (within the meaning of Section Sections 414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects to incur any "withdrawal liability," as defined under Section 4201 et seq. of ERISA. (d) Except as described in Section 3.12(d4.12(d) of the SFX EZ Disclosure ScheduleStatement, neither any SFX EZ Party nor any other trade or business under common control with any SFX EZ Party (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes to any SFX EZ Employee Plan or any other EZ Employment Arrangement that provides retiree medical or retiree life insurance coverage to the Future SFX any EZ Station Employee upon his/her retirement. (e) Except as described in Section 3.12(e4.12(e) of the SFX EZ Disclosure Schedule Statement with respect to each SFX Employee Plan and, to the extent applicable, any other compensation arrangement comprising an SFX EZ Employment Arrangement: (i) each such SFX EZ Employee Plan that is intended to be tax-qualified, and each amendment thereto, is the subject of a favorable determination letter, and no plan amendment thereto that is not the subject of a favorable determination letter would affect the validity of an SFX EZ Employee Plan's letter; (ii) no prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Part 4 of ERISA, has occurred which would subject any SFX EZ Party to any liability that could become a liability of EZEvergreen; and (iii) all contributions premiums or payments accrued, in whole or in part, under each such SFX EZ Employee Plan or other SFX EZ Employment Arrangement or with respect thereto as of the Closing will be paid by the appropriate SFX EZ Party prior to the Closing. (f) For purposes of this Section, the term "SFX EZ Employee Plan" shall mean any pension, profit-sharing, deferred compensation, vacation, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA to which any SFX Evergreen Party (under the terms of Section 414(b), (c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which provides benefits to any person employed or previously employed at either of the Future SFX StationEZ Stations.

Employee Retirement Income Security Act of 1974. To SFXEZ's knowledge, information and belief: (a) Section 3.12(a4.12(a) of the SFX EZ Disclosure Schedule contains a true, accurate and complete list of all employees employed in the ownership or operation of any of the Future SFX EZ Assets or the conduct of the business of the Future SFX EZ Station (the "Future SFX EZ Station Employees"), together with each such employee's title or the capacity in which he or she is employed and all Employment Arrangements with respect to such employee (each, an "SFX EZ Employment Arrangement"). All of the SFX EZ Employee Plans and all other SFX EZ Employment Arrangements are listed in Section 3.12(a4.12(a) of the SFX EZ Disclosure Schedule and true, complete and accurate copies of all such written SFX EZ Employee Plans and SFX EZ Employment Arrangements (or related insurance policies) have been furnished to EZSFX, along with copies of any employee handbooks or similar documents describing such SFX EZ Employee Plans or any other SFX EZ Employment Arrangements. Section 3.12(a4.12(a) of the SFX EZ Disclosure Schedule also contains a true, complete and accurate description of any unwritten SFX EZ Employee Plan or other unwritten SFX EZ Employment Arrangement. (b) Each SFX EZ Employment Arrangement has been administered in compliance with its own terms and in Material compliance with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any other applicable federal or state Laws. SFX EZ is not aware of any pending audit or examination of any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement by any Authority or of any facts which would lead it to believe that any such audit or examination is threatened. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement pending or, to SFXEZ's knowledge, information and belief, threatened against any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement, and no SFX EZ Party possesses any knowledge of any facts which could give rise to any such Legal Action or Claim. (c) No SFX EZ Party contributes to or is required to contribute to any Multiemployer Plan with respect to the Future SFX EZ Station Employees and neither any SFX EZ Party nor any other trade or business under common control with any SFX EZ Party (within the meaning of Section 414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects to incur any "withdrawal liability," as defined under Section 4201 et seq. of ERISA. (d) Except as described in Section 3.12(d4.12(d) of the SFX EZ Disclosure Schedule, neither any SFX EZ Party nor any other trade or business under common control with any SFX EZ Party (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes to any SFX EZ Employment Arrangement that provides retiree medical or retiree life insurance coverage to the Future SFX EZ Station Employee upon his/her retirement. (e) Except as described in Section 3.12(e4.12(e) of the SFX EZ Disclosure Schedule with respect to each SFX EZ Employee Plan and, to the extent applicable, any other compensation arrangement comprising an SFX EZ Employment Arrangement: (i) each such SFX EZ Employee Plan that is intended to be tax-qualified, and each amendment thereto, is the subject of a favorable determination letter, and no plan amendment thereto that is not the subject of a favorable determination letter would affect the validity of an SFX EZ Employee Plan's letter; (ii) no prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Part 4 of ERISA, has occurred which would subject any SFX EZ Party to any liability that could become a liability of EZSFX; and (iii) all contributions premiums or payments accrued, in whole or in part, under each such SFX EZ Employee Plan or other SFX EZ Employment Arrangement or with respect thereto as of the Closing will be paid by the appropriate SFX EZ Party prior to the Closing. (f) For purposes of this Section, the term "SFX EZ Employee Plan" shall mean any pension, profit-sharing, deferred compensation, vacation, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA to which any SFX EZ Party (under the terms of Section 414(b), (c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which provides benefits to any person employed or previously employed at the Future SFX EZ Station.

Employee Retirement Income Security Act of 1974. To SFX's knowledge, information and belief: (a) Section 3.12(a) of the SFX Evergreen Disclosure Schedule contains a true, accurate and complete list of all Evergreen employees employed in the ownership or operation of any of the Future SFX Evergreen Assets or the conduct of the business of any of the Future SFX Station Evergreen Stations (the "Future SFX Evergreen Station Employees"), together with each such employee's title or the capacity in which he or she is employed and all Employment Arrangements with respect to such employee (each, an "SFX Evergreen Employment Arrangement"). All of the SFX Evergreen Employee Plans and all other SFX Evergreen Employment Arrangements are listed in Section 3.12(a) of the SFX Evergreen Disclosure Schedule and true, complete and accurate copies of all such written SFX Evergreen Employee Plans and SFX Evergreen Employment Arrangements (or related insurance policies) have been furnished to EZ, along with copies of any employee handbooks or similar documents describing such SFX Evergreen Employee Plans or any other SFX Evergreen Employment Arrangements. Section 3.12(a) of the SFX Evergreen Disclosure Schedule also contains a true, complete and accurate description of any unwritten SFX Evergreen Employee Plan or other unwritten SFX Evergreen Employment Arrangement. (b) Each SFX Evergreen Employment Arrangement has been administered in compliance with its own terms and in Material compliance with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any other applicable federal or state Laws. SFX Evergreen is not aware of any pending audit or examination of any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement by any Authority or of any facts which would lead it to believe that any such audit or examination is threatened. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement pending or, to SFXEvergreen's knowledge, information and belief, threatened against any SFX Evergreen Employee Plan or any other SFX Evergreen Employment Arrangement, and no SFX Evergreen Party possesses any knowledge of any facts which could give rise to any such Legal Action or Claim. (c) No SFX Evergreen Party contributes to or is required to contribute to any Multiemployer Plan with respect to any of the Future SFX Evergreen Station Employees and neither any SFX Evergreen Party nor any other trade or business under common control with any SFX Evergreen Party (within the meaning of Section 414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects to incur any "withdrawal liability," as defined under Section 4201 et seq. of ERISA.. -- --- (d) Except as described in Section 3.12(d) of the SFX Evergreen Disclosure ScheduleStatement, neither any SFX Evergreen Party nor any other trade or business under common control with any SFX Evergreen Party (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes to any SFX Evergreen Employee Plan or any other Evergreen Employment Arrangement that provides retiree medical or retiree life insurance coverage to the Future SFX any Evergreen Station Employee upon his/her retirement. (e) Except as described in Section 3.12(e) of the SFX Evergreen Disclosure Schedule Statement with respect to each SFX Evergreen Employee Plan and, to the extent applicable, any other compensation arrangement comprising an SFX Evergreen Employment Arrangement: (i) each such SFX Evergreen Employee Plan that is intended to be tax-tax- qualified, and each amendment thereto, is the subject of a favorable determination letter, and no plan amendment thereto that is not the subject of a favorable determination letter would affect the validity of an SFX Evergreen Employee Plan's letter; (ii) no prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Part 4 of ERISA, has occurred which would subject any SFX Evergreen Party to any liability that could become a liability of EZ; and (iii) all contributions premiums or payments accrued, in whole or in part, under each such SFX Evergreen Employee Plan or other SFX Evergreen Employment Arrangement or with respect thereto as of the Closing will be paid by the appropriate SFX Evergreen Party prior to the Closing. (f) For purposes of this Section, the term "SFX Evergreen Employee Plan" shall mean any pension, profit-sharing, deferred compensation, vacation, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA to which any SFX Evergreen Party (under the terms of Section 414(b), (c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which provides benefits to any person employed or previously employed at any of the Future SFX StationEvergreen Stations.

Employee Retirement Income Security Act of 1974. To SFX's knowledge, information and belief: (a) Section 3.12(a4.12(a) of the SFX EZ Disclosure Schedule contains a true, accurate and complete list of all EZ employees employed in the ownership or operation of any of the Future SFX EZ Assets or the conduct of the business of either of the Future SFX Station EZ Stations (the "Future SFX EZ Station Employees"), together with each such employee's title or the capacity in which he or she is employed and all Employment Arrangements with respect to such employee (each, an "SFX EZ Employment Arrangement"). All of the SFX EZ Employee Plans and all other SFX EZ Employment Arrangements are listed in Section 3.12(a4.12(a) of the SFX Evergreen Disclosure Schedule and true, complete and accurate copies of all such written SFX EZ Employee Plans and SFX EZ Employment Arrangements (or related insurance policies) have been furnished to EZ, along with copies of any employee handbooks or similar documents describing such SFX EZ Employee Plans or any other SFX EZ Employment Arrangements. Section 3.12(a4.12(a) of the SFX Evergreen Disclosure Schedule also contains a true, complete and accurate description of any unwritten SFX EZ Employee Plan or other unwritten SFX EZ Employment Arrangement. (b) Each SFX EZ Employment Arrangement has been administered in compliance with its own terms and in Material compliance with the provisions of ERISA, the Code, the Age Discrimination in Employment Act and any other applicable federal or state Laws. SFX EZ is not aware of any pending audit or examination of any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement by any Authority or of any facts which would lead it to believe that any such audit or examination is threatened. There exists no Claim or Legal Action (other than routine claims for benefits) with respect to any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement pending or, to SFXEZ's knowledge, information and belief, threatened against any SFX EZ Employee Plan or any other SFX EZ Employment Arrangement, and no SFX EZ Party possesses any knowledge of any facts which could give rise to any such Legal Action or Claim. (c) No SFX EZ Party contributes to or is required to contribute to any Multiemployer Plan with respect to any of the Future SFX EZ Station Employees and neither any SFX EZ Party nor any other trade or business under common control with any SFX EZ Party (within the meaning of Section Sections 414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects to incur any "withdrawal liability," as defined under Section 4201 et seq. of ERISA.. -- --- (d) Except as described in Section 3.12(d4.12(d) of the SFX EZ Disclosure ScheduleStatement, neither any SFX EZ Party nor any other trade or business under common control with any SFX EZ Party (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes to any SFX EZ Employee Plan or any other EZ Employment Arrangement that provides retiree medical or retiree life insurance coverage to the Future SFX any EZ Station Employee upon his/her retirement. (e) Except as described in Section 3.12(e4.12(e) of the SFX EZ Disclosure Schedule Statement with respect to each SFX Employee Plan and, to the extent applicable, any other compensation arrangement comprising an SFX EZ Employment Arrangement: (i) each such SFX EZ Employee Plan that is intended to be tax-qualified, and each amendment thereto, is the subject of a favorable determination letter, and no plan amendment thereto that is not the subject of a favorable determination letter would affect the validity of an SFX EZ Employee Plan's letter; (ii) no prohibited transaction, within the definition of Section 4975 of the Code or Title 1, Part 4 of ERISA, has occurred which would subject any SFX EZ Party to any liability that could become a liability of EZEvergreen; and (iii) all contributions premiums or payments accrued, in whole or in part, under each such SFX EZ Employee Plan or other SFX EZ Employment Arrangement or with respect thereto as of the Closing will be paid by the appropriate SFX EZ Party prior to the Closing. (f) For purposes of this Section, the term "SFX EZ Employee Plan" shall mean any pension, profit-sharing, deferred compensation, vacation, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA to which any SFX Evergreen Party (under the terms of Section 414(b), (c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which provides benefits to any person employed or previously employed at either of the Future SFX StationEZ Stations.