Common use of Employment and Benefits Matters Clause in Contracts

Employment and Benefits Matters. (a) The Company has delivered to HSE a complete and accurate list of all the employees of the Company and all of its the Independent Contractors, specifying whether they are employees of the Company or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as an Independent Contractor), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the Company. (b) Section 3.14(b) of the Transferor Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company or any ERISA Affiliate of the Company (each, the “Company Plan”). True, correct and complete copies of each Company Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished to HSE. There has also been furnished or made available to HSE, with respect to each such Company Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuation. (c) Section 3.14(c) of the Transferor Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the Company and (ii) all Employment Agreements between the Company and any employee of the Company and all Contracts between the Company and any Independent Contractor. (d) Neither the Company nor any ERISA Affiliate of the Company maintains or has within the last six (6) years, maintained an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, regarding such qualified status and (ii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The Company is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law). (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company is, and has been in the last three (3) years, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the Company, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the Company. To the Knowledge of the Company, all employees of the Company are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the Company is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining Agreement; (ii) the Company has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the Company; and (iv) to the Knowledge of the Company, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the Company. With respect to the Business and the employees of the Company: (i) there are no current or, to the Knowledge of the Company, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the Company, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Plan have been timely made and all Liabilities with respect to any Company Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan. (i) There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company Plan) against, or with respect to, any of the Company Plans or their assets or any Employment Agreement between the Company and any of the employees of the Company or any Contracts with the Independent Contractors, nor is any such Company Plan or any Employment Agreement under investigation or audit by any Governmental Entity, and there have not been any such proceedings in the last three (3) years that remain unresolved, and to the Knowledge of the Company, no basis therefor exists. (j) There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, or other legal or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum by or on behalf of any current or former employee of the Company, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the Company, no basis therefor exists. There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company is or may be entitled to indemnification. To the Knowledge of the Company, the Company has not, and is not required by Law to have, an affirmative action plan, and to the extent that the Company is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity and no desk audit or onsite review is in progress with respect to any employee of the Company. The Company has not had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three (3) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Law. (k) The Company has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No vacation, sick or other paid leave payment will be owed by the Company to any employees of the Company upon consummation of, or as a result of, the transactions contemplated by this Agreement. No former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company or a Collective Bargaining Agreement. The Company is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Company, the terms and conditions of employment, or the working conditions of any employee of the Company. (l) No act, omission or transaction has occurred and, to the Knowledge of the Company, no condition exists with respect to any Company Plan that has, will, or could result in any Liability (other than routine claims for benefits in the ordinary course of business) for which HSE could be responsible.

Employment and Benefits Matters. (a) The Company OGE has delivered to HSE ETP a letter dated the Execution Date and delivered from OGE to ETP on the Execution Date sets forth complete and accurate list lists of all the employees of the Company Enogex Related Employees and all of its the Enogex Independent Contractors, specifying whether they are employees of the Company Enogex Related Employees or Enogex Independent Contractors thereofContractors, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as entry into an Independent Contractorindependent contractor agreement), work location, length of service, together with a notation next to the name of any Person employee or independent contractor on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the CompanyAgreement. (b) Section 3.14(b4.15(b) of the Transferor OGE Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company (i) that is sponsored, maintained or contributed to by any Enogex Group Entity or (ii) that any Affiliate or ERISA Affiliate of any Enogex Group Entity has sponsored, maintained or contributed to, or to which any such entity is obligated to contribute within six years of the Company Closing Date, that covers or benefits any current or former Enogex Related Employees or Enogex Independent Contractors (each, the an “Company Enogex Plan”). True, correct and complete copies of each Company such Enogex Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreementsand any trust, insurance contracts and or other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Companyarrangement, have been furnished or made available to HSEETP. There has also been furnished or made available to HSEETP, with respect to each such Company Enogex Plan, if applicable, the most recent favorable determination or opinion letter letters issued by the Internal Revenue Service, the three most recently filed report reports on Form 5500 (including all schedules and attachments) and ), the most recent actuarial report or valuationvaluation and the most recent summary plan description and summaries of material modifications thereto. (c) Section 3.14(c4.15(c) of the Transferor OGE Disclosure Schedule sets forth a true and complete list of all Employment Agreements of the Enogex Group Entities. As of the Execution Date, there are no other agreements (other than enrollment or similar forms to commence participation or initiate or continue coverage in an Employee Benefit Plan or standard employment offer letters providing only for at-will employment issued by Enogex Group Entities) between any Enogex Group Entity and any natural person that provide for (i) all employees (whether full participation in, coverage under or part-time) of the Company and benefits from an Employee Benefit Plan, (ii) all annual compensation in excess of $150,000 to such person or (iii) change of control, termination or severance payments in excess of $150,000 to such person. No Enogex Group Entity is subject to any legal, contractual, equitable, or other obligation or commitment (whether legally binding or not) to enter into an Employment Agreements between Agreement, establish or contribute to an Employee Benefit Plan or modify (except to the Company and extent required by applicable Law) any employee of the Company and all Contracts between the Company and any Independent Contractorexisting Employee Benefit Plan or Employment Agreement. (d) Neither Except as set forth in Section 4.15(d) of the Company nor any OGE Disclosure Schedule, no Enogex Group Entity and no ERISA Affiliate of the Company an Enogex Group Entity maintains or has within the last six (6) years, maintained an obligation to contribute to, or has any Liability obligation or potential Liability liability (contingent, secondary or otherwise) to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan of the type described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a “multiemployer plan plan” (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Except as set forth in Section 4.15(e) of the OGE Disclosure Schedule, the Enogex Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) satisfy in form the requirements of such Section except to the extent amendments are not required by Law to be made until a date after the Closing Date, (ii) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, Service regarding such qualified status and status, (iiiii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or in a way that would adversely affect their qualified status, and (iv) have not been operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, life insurance, or other welfare benefits or coverage, except as required under COBRA Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (or similar state or local lawLaw), and (D) that are if they could be deemed “nonqualified deferred compensation arrangements” under Code Section 409A409A of the Code, have been operated are in good faith compliance with such section and the applicable provisions regulations and authoritative guidance issued thereunder or are exempt from the requirements of Code Section 409A such section and the regulations issued thereunder. The Company is have not required to paybeen materially modified at any time after October 3, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law)2004. (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company isThe Enogex Group Entities are, and has been in the last three (3) yearshave been, in compliance in all material respects with all applicable Laws relating to the employment and employment practicesof labor, terms and conditions of employmentincluding all such applicable Laws, labor relations, relating to wages, hours of work and overtimehours, worker classificationcollective bargaining, employment-related immigration and authorization to work in the United Statesdiscrimination, occupational civil rights, safety and health, health and privacy workers’ compensation. Enogex Group Entities are not subject to a current unresolved judicial administrative determination that it has engaged in an unfair labor practice in connection with the Enogex Related Employees and Enogex Group Entities have not received notice of health informationany pending NLRB proceeding with respect to any Enogex Related Employees. There are no pending, or to the Knowledge Except as set forth in Section 4.15(f) of the CompanyOGE Disclosure Schedule, threatened no pending grievance or arbitration demands demand or proceedingsproceeding, whether or not filed pursuant to a Collective Bargaining Agreementcollective bargaining agreement, has been received by Enogex Group Entities with respect to the Business or the employees of the CompanyEnogex Related Employees. To the Knowledge of the CompanyOGE, all employees of the Company Enogex Related Employees are lawfully authorized to work in the United States according to federal immigration Lawslaws. (g) With respect Each Enogex Plan sponsored or maintained by an Enogex Group Entity can be unilaterally amended or terminated at any time by an Enogex Group Entity without liability other than liability for benefits accrued to certain labor matters: the date of such amendment or termination pursuant to the terms of the plan. (ih) the Company No Enogex Group Entity is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining Agreement; (ii) the Company to a collective bargaining agreement. No Enogex Group Entity has not agreed to recognize any union or other collective bargaining representative; (iii) no . No union or other collective bargaining representative has been certified as the exclusive collective bargaining representative of any of the employees of the Company; and (iv) to Enogex Related Employees. To the Knowledge of the CompanyOGE, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the CompanyEnogex Related Employees. With respect to the Business and the employees of the Company: (i) there are no current or, to To the Knowledge of the CompanyOGE, threatened no union organizational campaigns, petitions campaign or other unionization activities and there have been no such representation petition is currently pending with respect to any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the Company, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolvedEnogex Related Employees. (hi) All contributions or payments required to be made by an Enogex Group Entity to or with respect to any Company Enogex Plan have been timely made and all Liabilities liabilities of each Enogex Group Entity with respect to any Company Enogex Plan are properly reflected in the Enogex Financial Statements in accordance with GAAP. There have been no non-exempt prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan. (ij) There are no material actions, suits, claims pending (other than routine claims for benefits) or, to the Knowledge of the CompanyOGE, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company Plan) against, or with respect to, any of the Company Enogex Plans or their assets or any Employment Agreement between the Company and any Agreements of the employees of the Company or any Contracts with the Independent ContractorsEnogex Group Entities, nor is any such Company Enogex Plan or any Employment Agreement under investigation or audit by any Governmental Entity, and there have not been any such proceedings . Except as set forth in the last three (3Section 4.15(j) years that remain unresolved, and to the Knowledge of the CompanyOGE Disclosure Schedule, no basis therefor exists. (j) There there are no pending or, to the Knowledge of the Company, threatened actionsmaterial claims, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, suits, demands, actions or other legal or arbitral proceedings matters (other than routine qualification determination filings) that are pending against the Enogex Group Entities before any Governmental Entity or arbitrator, or that have been asserted or threatened against the Enogex Group Entities, including those for: (i) wages, salaries, commissions, bonuses, vacation pay, severance or termination pay, sick pay or other compensation; (ii) employee benefits; (iii) any alleged unlawful, unfair, wrongful or discriminatory employment or labor practices; (iv) any alleged breach of contract or other claim arising under a collective bargaining or individual agreement or any other employment covenant whether express or implied; (v) any alleged violation of any kind in statute, ordinance, contract or regulation relating to minimum wages or maximum hours of work; (vi) any forum by alleged violation of occupation safety and health standards; or on behalf (vii) any alleged violation of any current or former employee of the Companyplant closing and mass layoff, applicantimmigration, person claiming to be an employeeworkers’ compensation, disability, unemployment compensation, whistleblower laws, or any classes of the foregoing, alleging other employment or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, relations laws; and to the Knowledge of the CompanyOGE, no basis therefor exists. There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company is or may be entitled to indemnification. To the Knowledge of the Company, the Company has not, and is not required by Law to have, an affirmative action plan, and to the extent that the Company any Enogex Group Entity is obligated to develop and maintain an affirmative action plan, no discrimination claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or any other Governmental Entity federal agency or any comparable state agency and no desk audit or onsite review is in progress with respect to any employee of Enogex Related Employee. Within the Company. The Company has past 90 days, Enogex Group Entities have not had taken an action that constitutes a “mass layoff,” “mass termination” or “plant closing” at any Enogex Group Entity facility where Enogex Related Employees work within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three (3) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Lawlaw. (k) The Company has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No vacation, sick or other paid leave payment will be owed by the Company to any employees of the Company upon consummation of, or as a result of, the transactions contemplated by this Agreement. No former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company or a Collective Bargaining Agreement. The Company is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Company, the terms and conditions of employment, or the working conditions of any employee of the Company. (l) No act, omission or transaction has occurred andthat would result, directly or indirectly, in imposition on any Enogex Group Entity of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, in each case which would reasonably be expected to have an Enogex Material Adverse Effect. (l) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall require any payments of money or other property or provision of benefits or other rights to any employee, officer or director of any Enogex Group Entity to be either subject to an excise tax or an additional tax under Section 4999 or 409A of the Code, regardless of whether some other subsequent action or event would be required to cause such payment or benefit to be triggered. The execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Enogex Plan or Employment Agreement of the Enogex Group Entities that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, grant of additional service credits, distribution or increase in benefits or obligations to fund benefits with respect to any such Enogex Plan or Employment Agreement. There is no agreement, plan, contract or arrangement by which any Enogex Group Entity is bound to compensate or otherwise “gross up” any person for any state, local or federal taxes due or imposed on such person for any reason in respect of any Enogex Plan or Employment Agreement of the Enogex Group Entities or the benefits payable thereunder, including taxes, penalties or interest imposed, or otherwise due, pursuant to Sections 409A or 4999 of the Code. (m) There is no labor strike or labor dispute, slow-down, lockout or stoppage pending or, to the Knowledge of the CompanyOGE, no condition exists threatened with respect to any Company of the Enogex Related Employees. (n) As to any Enogex Plan that hasis subject to Title IV of ERISA, willthere has been no event or condition which presents the material risk of plan termination, no accumulated funding deficiency, whether or could result not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code (as each was in any Liability effect prior to 2008) has been incurred, no reportable event within the meaning of Section 4043 of ERISA (for which the disclosure requirements of Regulation section 4043.1 et seq., promulgated by the PBGC, have not been waived) has occurred and no failure to satisfy the minimum funding standards (as required by Section 302 of ERISA or Section 412 of the Code, as each is in effect after 2007), has occurred, whether or not waived, no notice of intent to terminate the plan has been given under Section 4041 of ERISA, no proceeding has been instituted under Section 4042 of ERISA to terminate the plan, no liability to the PBGC has been incurred (other than routine claims for benefits premium payments paid on a timely basis), and the actuarial present value of the benefit liabilities under Section 4001(a)(16) of ERISA does not exceed the current value of plan assets by more than $500,000, determined, as of the beginning of the most recent plan year for which such liabilities have been determined, in accordance with the assumptions used for funding the plan pursuant to Section 412 or 430, as applicable, of the Code. (o) As to any Enogex Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of such plan within the meaning of Section 411(d)(3) of the Code. (p) Each trust funding an Enogex Plan that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code satisfies the requirements of such section and has received a favorable determination letter from the Internal Revenue Service regarding such exempt status and has not, since receipt of the most recent favorable determination letter, been amended or operated in a way which would adversely affect such exempt status. (q) With respect to any Employee Benefit Plan that is not listed in Section 4.15(b) of the OGE Disclosure Schedule but that is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to by any ERISA Affiliate of any Enogex Group Entity, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the PBGC has been incurred by any such ERISA Affiliate, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code (as each was in effect prior to 2008) has been incurred and no failure to satisfy the minimum funding standards (as required by Section 302 of ERISA or Section 412 of the Code, as each is in effect after 2007) has occurred, whether or not waived, (D) all contributions (including installments) to such plan required by Sections 302 or 303 of ERISA and Sections 412 or 430 of the Code have been timely made and (E) no circumstances exist or in the ordinary course future could exist that could subject any Enogex Group Entity or, after the consummation of businessthe transactions contemplated by this Agreement, the Company or any of its Subsidiaries or ERISA Affiliates, to any liability, including without limitation, any Tax or penalty under ERISA or the Code. (r) for No circumstance exists or future circumstance could arise that would lead any Enogex Group Entity or, after the transaction contemplated by this Agreement, the Company, to incur any ERISA Title IV liability or suffer the imposition of any Encumbrance on any of their assets with respect to liabilities relating to any Enogex Plan or any employee benefit plan subject to Title IV of ERISA that was sponsored, maintained or contributed to by (A) OGE, (B) an ERISA Affiliate of OGE, or (C) any ERISA Affiliate of any Enogex Group Entity, or to which HSE could be responsibleany of them had an obligation to contribute.

Employment and Benefits Matters. (a) The Company has delivered to HSE a complete and accurate list of all the employees of the Company and all of its the Independent Contractors, specifying whether they are employees of the Company or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as an Independent Contractor), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the Company. (b) Section 3.14(b) of the Transferor Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company or any ERISA Affiliate of the Company (each, the “Company Plan”). True, correct and complete copies of each Company Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished to HSE. There has also been furnished or made available to HSE, with respect to each such Company Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuation. (c) Section 3.14(c) of the Transferor Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the Company and (ii) all Employment Agreements between the Company and any employee of the Company and all Contracts between the Company and any Independent Contractor. (d) Neither the Company nor any ERISA Affiliate of the Company maintains or has within the last six (6) years, maintained an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, regarding such qualified status and (ii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The Company is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law). (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company is, and has been in the last three (3) years, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the Company, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the Company. To the Knowledge of the Company, all employees of the Company are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the Company is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining Agreement; (ii) the Company has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the Company; and (iv) to the Knowledge of the Company, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the Company. With respect to the Business and the employees of the Company: (i) there are no current or, to the Knowledge of the Company, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the Company, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Plan have been timely made and all Liabilities with respect to any Company Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan. (i) There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company Plan) against, or with respect to, any of the Company Plans or their assets or any Employment Agreement between the Company and any of the employees of the Company or any Contracts with the Independent Contractors, nor is any such Company Plan or any Employment Agreement under investigation or audit by any Governmental Entity, and there have not been any such proceedings in the last three (3) years that remain unresolved, and to the Knowledge of the Company, no basis therefor exists. (j) There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, or other legal or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum by or on behalf of any current or former employee of the Company, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the Company, no basis therefor exists. There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company is or may be entitled to indemnification. To the Knowledge of the Company, the Company has not, and is not required by Law to have, an affirmative action plan, and to the extent that the Company is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity and no desk audit or onsite review is in progress with respect to any employee of the Company. The Company has not had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three (3) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Law. (k) The Company has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No vacation, sick or other paid leave payment will be owed by the Company to any employees of the Company upon consummation of, or as a result of, the transactions contemplated by this Agreement. No former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company or a Collective Bargaining Agreement. The Company is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Company, the terms and conditions of employment, or the working conditions of any employee of the Company. (l) No act, omission or transaction has occurred and, to the Knowledge of the Company, no condition exists with respect to any Company Plan that has, will, or could result in any Liability (other than routine claims for benefits in the ordinary course of business) for which HSE could be responsible.

Employment and Benefits Matters. (a) The Company HSE has delivered to HSE NGL a complete and accurate list of all the employees and all the Independent Contractors of the Company and all of its the Independent ContractorsHSE Group Entities, specifying whether they are employees of the Company or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor Independent Contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as entry into an Independent Contractorindependent contractor agreement), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the Companyany HSE Group Entity. (b) Section 3.14(b) of the Transferor HSE Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company any HSE Group Entity or any Affiliate or ERISA Affiliate of the Company any HSE Group Entity (each, the a “Company HSE Plan”). True, correct and complete copies of each Company HSE Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished or made available to HSEthe NGL Group Entities. There has also been furnished or made available to HSENGL, with respect to each such Company HSE Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuation. (c) Section 3.14(c) of the Transferor HSE Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the Company and (ii) all Employment Agreements between the Company any HSE Group Entity and any employee of the Company and all Contracts between the Company and any or Independent Contractor. (d) Neither the Company No HSE Group Entity nor any Affiliate thereof or ERISA Affiliate of the Company any HSE Group Entity maintains or has within the last six (6) years, maintained or has or has had an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company HSE Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, regarding such qualified status and (ii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, health or life insurance, or other welfare insurance benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are if they could be deemed “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The Company No HSE Group Entity is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law).409A. (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company Each HSE Group Entity is, and has been in the last three (3) yearsbeen, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the Companyany HSE Group Entity, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the Companyemployees. To the Knowledge of the Companyany HSE Group Entity, all employees of the Company are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the Company no HSE Group Entity is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining AgreementAgreement or other Contracts with any labor union or organization; (ii) the Company no HSE Group Entity has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the Companyemployees; and (iv) to the Knowledge of the Companyany HSE Group Entity, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the Companyemployees. With respect to the Business and the employees of the Companyemployees: (i) there are no current or, to the Knowledge of the Companyany HSE Group Entity, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the Companyany HSE Group Entity, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Plan have been timely made and all Liabilities with respect to any Company HSE Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt material prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company HSE Plan. (i) There are no pending or, to the Knowledge of the Companyany HSE Group Entity, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company HSE Plan) against, or with respect to, any of the Company HSE Plans or their assets or any Employment Agreement between the Company any HSE Group Entity and any of the employees of the Company or any Contracts with the Independent Contractors, nor is any such Company HSE Plan or any Employment Agreement under investigation or audit by any Governmental EntityAuthority, and there have not been any such proceedings in the last three (3) years that remain unresolved, and to the Knowledge of the Companyany HSE Group Entity, no basis therefor exists. (j) There Except as set forth on Section 3.14(j) of the HSE Disclosure Schedule, there are no pending or, to the Knowledge of the Companyany HSE Group Entity, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, or other legal or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum by or on behalf of any current or former employee of the Companyemployee, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the Companyany HSE Group Entity, no basis therefor exists. There are no pending or, to the Knowledge of the Companyany HSE Group Entity, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company any HSE Group Entity is or may be entitled to indemnification. To the Knowledge of the Companyany HSE Group Entity, the Company has notno HSE Group Entity has, and is not required by Law to have, an affirmative action plan, and to the extent that the Company any HSE Group Entity is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity Authority and no desk audit or onsite review is in progress with respect to any employee of the Companyemployee. The Company has not No HSE Group Entity had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three four (34) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would will not result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Law. (k) The Company Each HSE Group Entity has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No Except as set forth on Section 3.14(k) of the HSE Disclosure Schedule, no vacation, sick or other paid leave payment will be owed by the Company any HSE Group Entity to any employees by virtue of the Company upon consummation of, or as a result of, the transactions contemplated by this Agreement, including as a result of the transactions contemplated by this Agreement in the event of the subsequent termination of employment. No current or former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company any HSE Group Entity or a Collective Bargaining Agreement. The Company No HSE Entity is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Companyemployee, the terms and conditions of employment, or the working conditions of any employee of the Companyemployee. (l) No act, omission or transaction has occurred and, to the Knowledge of the Companyany HSE Group Entity, no condition exists with respect to any Company HSE Plan that has, will, or could result in any Liability (other than routine claims for benefits in the ordinary course of business) for which HSE any NGL Group Entity could be responsible. (m) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any additional or subsequent event) shall, by virtue of such execution or consummation, require any payments of money or other property or provision or acceleration of benefits or other rights to any employee, officer or director of any HSE Group Entity to be either subject to an excise Tax or an additional Tax under Section 409A.

Employment and Benefits Matters. (a) The Company Towing has delivered to HSE Purchaser a complete and accurate list of all the employees of the Company thereof and all of its the Independent Contractors, specifying whether they are employees of the Company thereof or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as entry into an Independent Contractorindependent contractor agreement), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the CompanyTowing. (b) Section 3.14(b4.14(b) of the Transferor Towing Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company Towing or any Affiliate or ERISA Affiliate of the Company Towing (each, the a “Company Towing Plan”). True, correct and complete copies of each Company Towing Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished or made available to HSEPurchaser. There has also been furnished or made available to HSEPurchaser, with respect to each such Company Towing Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuation. (c) Section 3.14(c4.14(c) of the Transferor Towing Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the Company and (ii) all Employment Agreements between the Company Towing and any employee of the Company and all Contracts between the Company and any Independent ContractorPerson. (d) Neither the Company Towing nor any Affiliate or ERISA Affiliate of the Company Towing maintains or has within the last six (6) years, maintained or has or has had an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Towing Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, regarding such qualified status and (ii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, health or life insurance, or other welfare insurance benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are if they could be deemed “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The Company Towing is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, 409A or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law)Code Section 4999. (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company Towing is, and has been in the last three (3) yearsbeen, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the CompanyTowing, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the CompanyEmployees thereof. To the Knowledge of the CompanyTowing, all employees of the Company thereof are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the Company Towing is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining AgreementAgreement or other Contracts with any labor union or organization; (ii) the Company Towing has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the Companythereof; and (iv) to the Knowledge of the CompanyTowing, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the Companythereof. With respect to the Business and the employees of the Companythereof: (i) there are no current or, to the Knowledge of the CompanyTowing, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the CompanyTowing, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Towing Plan have been timely made and all Liabilities with respect to any Company Towing Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt material prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Towing Plan. (i) There are no pending or, to the Knowledge of the CompanyTowing, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company Towing Plan) against, or with respect to, any of the Company Towing Plans or their assets or any Employment Agreement between the Company and any of the employees of the Company or any Contracts with the Independent ContractorsAgreement, nor is any such Company Towing Plan or any Employment Agreement under investigation or audit by any Governmental Entity, and there have not been any such proceedings in the last three (3) years that remain unresolved, and to the Knowledge of the CompanyTowing, no basis therefor exists. (j) There are no pending or, to the Knowledge of the CompanyTowing, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, or other legal or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum by or on behalf of any current or former employee of the Companyemployee, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the CompanyTowing, no basis therefor exists. There are no pending or, to the Knowledge of the CompanyTowing, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company Towing is or may be entitled to indemnification. To the Knowledge of the CompanyTowing, the Company Towing has not, and is not required by Law to have, an affirmative action plan, and to the extent that the Company Towing is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity and no desk audit or onsite review is in progress with respect to any employee of the Companyemployee. The Company Towing has not had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three four (34) years for which there is any outstanding Liabilityliability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would will not result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Law. (k) The Company Towing has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No vacation, sick or other paid leave payment will be owed by the Company to any employees of the Company Towing upon consummation of, or as a result of, the transactions contemplated by this Agreement, including as a result of the transactions contemplated by this Agreement in the event of the subsequent termination of employment. No current or former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company Towing or a Collective Bargaining Agreement. The Company Towing is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Companyemployee, the terms and conditions of employment, or the working conditions of any employee of the Companyemployee. (l) No act, omission or transaction has occurred and, to the Knowledge of the Company, and no condition exists with respect to any Company Towing Plan that has, will, or could result result-in any Liability (other than routine claims for benefits in the ordinary course of business) for which HSE Purchaser could be responsible.

Employment and Benefits Matters. (a) The Each Company has delivered to HSE a complete and accurate list of all the employees of the such Company and all of its the Independent Contractors, specifying whether they are employees of the such Company or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as an Independent Contractor), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the such Company. (b) Section 3.14(b) of the Transferor Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the each Company or any ERISA Affiliate of the any Company (each, the “Company Plan”). True, correct and complete copies of each Company Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the any Company or any ERISA Affiliate of the any Company, have been furnished to HSE. There has also been furnished or made available to HSE, with respect to each such Company Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuation. (c) Section 3.14(c) of the Transferor Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the each Company and (ii) all Employment Agreements between the any Company and any employee of the any Company and all Contracts between the any Company and any Independent Contractor. (d) Neither the No Company nor any ERISA Affiliate of the any Company maintains or has within the last six (6) years, maintained an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, regarding such qualified status and (ii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The No Company is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, No Company nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law). (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the each Company is, and has been in the last three (3) years, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the any Company, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the any Company. To the Knowledge of the each Company, all employees of the each Company are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the no Company is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining Agreement; (ii) the no Company has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the any Company; and (iv) to the Knowledge of the each Company, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the any Company. With respect to the Business and the employees of the any Company: (i) there are no current or, to the Knowledge of the each Company, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the each Company, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Plan have been timely made and all Liabilities with respect to any Company Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan. (i) There are no pending or, to the Knowledge of the each Company, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company Plan) against, or with respect to, any of the Company Plans or their assets or any Employment Agreement between the any Company and any of the employees of the any Company or any Contracts with the Independent Contractors, nor is any such Company Plan or any Employment Agreement under investigation or audit by any Governmental Entity, and there have not been any such proceedings in the last three (3) years that remain unresolved, and to the Knowledge of the each Company, no basis therefor exists. (j) There are no pending or, to the Knowledge of the each Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, or other legal or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum by or on behalf of any current or former employee of the any Company, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the each Company, no basis therefor exists. There are no pending or, to the Knowledge of the each Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the any Company is or may be entitled to indemnification. To the Knowledge of the each Company, the no Company has nothas, and nor is not such Company required by Law to have, an affirmative action plan, and to the extent that the any Company is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity and no desk audit or onsite review is in progress with respect to any employee of the any Company. The No Company has not had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three (3) years for which there is any outstanding Liability, and the no Company does not plan plans to take any action in connection with the transactions contemplated by this Agreement that would result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Law. (k) The Each Company has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the any Company or on account of employment. No vacation, sick or other paid leave payment will be owed by the any Company to any employees of the such Company upon consummation of, or as a result of, the transactions contemplated by this Agreement. No former employee of the any Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the any Company or a Collective Bargaining Agreement. The No Company is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the any Company, the terms and conditions of employment, or the working conditions of any employee of the any Company. (l) No act, omission or transaction has occurred and, to the Knowledge of the each Company, no condition exists with respect to any Company Plan that has, will, or could result in any Liability (other than routine claims for benefits in the ordinary course of business) for which HSE could be responsible.

Employment and Benefits Matters. (a) The Company HSE General Partner has delivered to HSE Holdings a complete and accurate list of all the employees and all the Independent Contractors of the Company and all of its the Independent ContractorsHSE Group Entities, specifying whether they are employees of the Company or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor Independent Contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as entry into an Independent Contractorindependent contractor agreement), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the Companyany HSE Group Entity. (b) Section 3.14(b) of the Transferor HSE Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company any HSE Group Entity or any Affiliate or ERISA Affiliate of the Company any HSE Group Entity (each, the a “Company HSE Plan”). True, correct and complete copies of each Company HSE Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished or made available to HSEthe NGL Group Entities. There has also been furnished or made available to HSENGL, with respect to each such Company HSE Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuation. (c) Section 3.14(c) of the Transferor HSE Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the Company and (ii) all Employment Agreements between the Company any HSE Group Entity and any employee of the Company and all Contracts between the Company and any or Independent Contractor. (d) Neither the Company No HSE Group Entity nor any Affiliate thereof or ERISA Affiliate of the Company any HSE Group Entity maintains or has within the last six (6) years, maintained or has or has had an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company HSE Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, regarding such qualified status and (ii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, health or life insurance, or other welfare insurance benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are if they could be deemed “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The Company No HSE Group Entity is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law).409A. (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company Each HSE Group Entity is, and has been in the last three (3) yearsbeen, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the CompanyHSE General Partner, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the Companyemployees. To the Knowledge of the CompanyHSE General Partner, all employees of the Company are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the Company no HSE Group Entity is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining AgreementAgreement or other Contracts with any labor union or organization; (ii) the Company no HSE Group Entity has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the Companyemployees; and (iv) to the Knowledge of the CompanyHSE General Partner, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the Companyemployees. With respect to the Business and the employees of the Companyemployees: (i) there are no current or, to the Knowledge of the CompanyHSE General Partner, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the CompanyHSE General Partner, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Plan have been timely made and all Liabilities with respect to any Company HSE Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt material prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company HSE Plan. (i) There are no pending or, to the Knowledge of the CompanyHSE General Partner, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company HSE Plan) against, or with respect to, any of the Company HSE Plans or their assets or any Employment Agreement between the Company any HSE Group Entity and any of the employees of the Company or any Contracts with the Independent Contractors, nor is any such Company HSE Plan or any Employment Agreement under investigation or audit by any Governmental EntityAuthority, and there have not been any such proceedings in the last three (3) years that remain unresolved, and to the Knowledge of the CompanyHSE General Partner, no basis therefor exists. (j) There Except as set forth on Section 3.14(j) of the HSE Disclosure Schedule, there are no pending or, to the Knowledge of the CompanyHSE General Partner, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, or other legal or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum by or on behalf of any current or former employee of the Companyemployee, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the CompanyHSE General Partner, no basis therefor exists. There are no pending or, to the Knowledge of the CompanyHSE General Partner, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company any HSE Group Entity is or may be entitled to indemnification. To the Knowledge of the CompanyHSE General Partner, the Company has notno HSE Group Entity has, and is not required by Law to have, an affirmative action plan, and to the extent that the Company any HSE Group Entity is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity Authority and no desk audit or onsite review is in progress with respect to any employee of the Companyemployee. The Company has not No HSE Group Entity had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three four (34) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would will not result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Law. (k) The Company Each HSE Group Entity has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No Except as set forth on Section 3.14(k) of the HSE Disclosure Schedule, no vacation, sick or other paid leave payment will be owed by the Company any HSE Group Entity to any employees by virtue of the Company upon consummation of, or as a result of, the transactions contemplated by this Agreement, including as a result of the transactions contemplated by this Agreement in the event of the subsequent termination of employment. No current or former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company any HSE Group Entity or a Collective Bargaining Agreement. The Company No HSE Entity is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Companyemployee, the terms and conditions of employment, or the working conditions of any employee of the Companyemployee. (l) No act, omission or transaction has occurred and, to the Knowledge of the CompanyHSE General Partner, no condition exists with respect to any Company HSE Plan that has, will, or could result in any Liability (other than routine claims for benefits in the ordinary course of business) for which HSE any NGL Group Entity could be responsible. (m) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any additional or subsequent event) shall, by virtue of such execution or consummation, require any payments of money or other property or provision or acceleration of benefits or other rights to any employee, officer or director of any HSE Group Entity to be either subject to an excise Tax or an additional Tax under Section 409A.

Employment and Benefits Matters. (a) The Company OGE has delivered to HSE ETP a letter dated the Execution Date and delivered from OGE to ETP on the Execution Date sets forth complete and accurate list lists of all the employees of the Company Enogex Related Employees and all of its the Enogex Independent Contractors, specifying whether they are employees of the Company Enogex Related Employees or Enogex Independent Contractors thereofContractors, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as entry into an Independent Contractorindependent contractor agreement), work location, length of service, together with a notation next to the name of any Person employee or independent contractor on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the CompanyAgreement. (b) Section 3.14(b4.15(b) of the Transferor OGE Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company (i) that is sponsored, maintained or contributed to by any Enogex Group Entity or (ii) that any Affiliate or ERISA Affiliate of any Enogex Group Entity has sponsored, maintained or contributed to, or to which any such entity is obligated to contribute within six years of the Company Closing Date, that covers or benefits any current or former Enogex Related Employees or Enogex Independent Contractors (each, the an “Company Enogex Plan”). True, correct and complete copies of each Company such Enogex Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreementsand any trust, insurance contracts and or other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Companyarrangement, have been furnished or made available to HSEETP. There has also been furnished or made available to HSEETP, with respect to each such Company Enogex Plan, if applicable, the most recent favorable determination or opinion letter letters issued by the Internal Revenue Service, the three most recently filed report reports on Form 5500 (including all schedules and attachments) and ), the most recent actuarial report or valuationvaluation and the most recent summary plan description and summaries of material modifications thereto. (c) Section 3.14(c4.15(c) of the Transferor OGE Disclosure Schedule sets forth a true and complete list of all Employment Agreements of the Enogex Group Entities. As of the Execution Date, there are no other agreements (other than enrollment or similar forms to commence participation or initiate or continue coverage in an Employee Benefit Plan or standard employment offer letters providing only for at-will employment issued by Enogex Group Entities) between any Enogex Group Entity and any natural person that provide for (i) all employees (whether full participation in, coverage under or part-time) of the Company and benefits from an Employee Benefit Plan, (ii) all annual compensation in excess of $150,000 to such person or (iii) change of control, termination or severance payments in excess of $150,000 to such person. No Enogex Group Entity is subject to any legal, contractual, equitable, or other obligation or commitment (whether legally binding or not) to enter into an Employment Agreements between Agreement, establish or contribute to an Employee Benefit Plan or modify (except to the Company and extent required by applicable Law) any employee of the Company and all Contracts between the Company and any Independent Contractorexisting Employee Benefit Plan or Employment Agreement. (d) Neither Except as set forth in Section 4.15(d) of the Company nor any OGE Disclosure Schedule, no Enogex Group Entity and no ERISA Affiliate of the Company an Enogex Group Entity maintains or has within the last six (6) years, maintained an obligation to contribute to, or has any Liability obligation or potential Liability liability (contingent, secondary or otherwise) to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan of the type described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a “multiemployer plan plan” (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Except as set forth in Section 4.15(e) of the OGE Disclosure Schedule, the Enogex Plans (A) are and have been maintained (in form and in operation) in all material respects in accordance with their terms and with the applicable provisions of ERISA, the Code and all other applicable Laws, (B) if intended to be qualified under Section 401(a) of the Code, (i) satisfy in form the requirements of such Section except to the extent amendments are not required by Law to be made until a date after the Closing Date, (ii) have received a favorable determination letter from the Internal Revenue Service, or are subject to an opinion letter, Service regarding such qualified status and status, (iiiii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or in a way that would adversely affect their qualified status, and (iv) have not been operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, life insurance, or other welfare benefits or coverage, except as required under COBRA Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (or similar state or local lawLaw), and (D) that are if they could be deemed “nonqualified deferred compensation arrangements” under Code Section 409A409A of the Code, have been operated are in good faith compliance with such section and the applicable provisions regulations and authoritative guidance issued thereunder or are exempt from the requirements of Code Section 409A such section and the regulations issued thereunder. The Company is have not required to paybeen materially modified at any time after October 3, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law)2004. (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company isThe Enogex Group Entities are, and has been in the last three (3) yearshave been, in compliance in all material respects with all applicable Laws relating to the employment and employment practicesof labor, terms and conditions of employmentincluding all such applicable Laws, labor relations, relating to wages, hours of work and overtimehours, worker classificationcollective bargaining, employment-related immigration and authorization to work in the United Statesdiscrimination, occupational civil rights, safety and health, health and privacy workers’ compensation. Enogex Group Entities are not subject to a current unresolved judicial administrative determination that it has engaged in an unfair labor practice in connection with the Enogex Related Employees and Enogex Group Entities have not received notice of health informationany pending NLRB proceeding with respect to any Enogex Related Employees. There are no pending, or to the Knowledge Except as set forth in Section 4.15(f) of the CompanyOGE Disclosure Schedule, threatened no pending grievance or arbitration demands demand or proceedingsproceeding, whether or not filed pursuant to a Collective Bargaining Agreementcollective bargaining agreement, has been received by Enogex Group Entities with respect to the Business or the employees of the CompanyEnogex Related Employees. To the Knowledge of the CompanyOGE, all employees of the Company Enogex Related Employees are lawfully authorized to work in the United States according to federal immigration Lawslaws. (g) With respect Each Enogex Plan sponsored or maintained by an Enogex Group Entity can be unilaterally amended or terminated at any time by an Enogex Group Entity without liability other than liability for benefits accrued to certain labor matters: the date of such amendment or termination pursuant to the terms of the plan. 42 (ih) the Company No Enogex Group Entity is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining Agreement; (ii) the Company to a collective bargaining agreement. No Enogex Group Entity has not agreed to recognize any union or other collective bargaining representative; (iii) no . No union or other collective bargaining representative has been certified as the exclusive collective bargaining representative of any of the employees of the Company; and (iv) to Enogex Related Employees. To the Knowledge of the CompanyOGE, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the CompanyEnogex Related Employees. With respect to the Business and the employees of the Company: (i) there are no current or, to To the Knowledge of the CompanyOGE, threatened no union organizational campaigns, petitions campaign or other unionization activities and there have been no such representation petition is currently pending with respect to any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the Company, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolvedEnogex Related Employees. (hi) All contributions or payments required to be made by an Enogex Group Entity to or with respect to any Company Enogex Plan have been timely made and all Liabilities liabilities of each Enogex Group Entity with respect to any Company Enogex Plan are properly reflected in the Enogex Financial Statements in accordance with GAAP. There have been no non-exempt prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan. (ij) There are no material actions, suits, claims pending (other than routine claims for benefits) or, to the Knowledge of the CompanyOGE, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company Plan) against, or with respect to, any of the Company Enogex Plans or their assets or any Employment Agreement between the Company and any Agreements of the employees of the Company or any Contracts with the Independent ContractorsEnogex Group Entities, nor is any such Company Enogex Plan or any Employment Agreement under investigation or audit by any Governmental Entity, and there have not been any such proceedings . Except as set forth in the last three (3Section 4.15(j) years that remain unresolved, and to the Knowledge of the CompanyOGE Disclosure Schedule, no basis therefor exists. (j) There there are no pending or, to the Knowledge of the Company, threatened actionsmaterial claims, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, suits, demands, actions or other legal or arbitral proceedings matters (other than routine qualification determination filings) that are pending against the Enogex Group Entities before any Governmental Entity or arbitrator, or that have been asserted or threatened against the Enogex Group Entities, including those for: (i) wages, salaries, commissions, bonuses, vacation pay, severance or termination pay, sick pay or other compensation; (ii) employee benefits; (iii) any alleged unlawful, unfair, wrongful or discriminatory employment or labor practices; (iv) any alleged breach of contract or other claim arising under a collective bargaining or individual agreement or any other employment covenant whether express or implied; (v) any alleged violation of any kind in statute, ordinance, contract or regulation relating to minimum wages or maximum hours of work; (vi) any forum by alleged violation of occupation safety and health standards; or on behalf (vii) any alleged violation of any current or former employee of the Companyplant closing and mass layoff, applicantimmigration, person claiming to be an employeeworkers’ compensation, disability, unemployment compensation, whistleblower laws, or any classes of the foregoing, alleging other employment or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, relations laws; and to the Knowledge of the CompanyOGE, no basis therefor exists. There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company is or may be entitled to indemnification. To the Knowledge of the Company, the Company has not, and is not required by Law to have, an affirmative action plan, and to the extent that the Company any Enogex Group Entity is obligated to develop and maintain an affirmative action plan, no discrimination claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or any other Governmental Entity federal agency or any comparable state agency and no desk audit or onsite review is in progress with respect to any employee of Enogex Related Employee. Within the Company. The Company has past 90 days, Enogex Group Entities have not had taken an action that constitutes a “mass layoff,” “mass termination” or “plant closing” at any Enogex Group Entity facility where Enogex Related Employees work within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three (3) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Lawlaw. (k) The Company has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No vacation, sick or other paid leave payment will be owed by the Company to any employees of the Company upon consummation of, or as a result of, the transactions contemplated by this Agreement. No former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company or a Collective Bargaining Agreement. The Company is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Company, the terms and conditions of employment, or the working conditions of any employee of the Company. (l) No act, omission or transaction has occurred andthat would result, directly or indirectly, in imposition on any Enogex Group Entity of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, in each case which would reasonably be expected to have an Enogex Material Adverse Effect. (l) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall require any payments of money or other property or provision of benefits or other rights to any employee, officer or director of any Enogex Group Entity to be either subject to an excise tax or an additional tax under Section 4999 or 409A of the Code, regardless of whether some other subsequent action or event would be required to cause such payment or benefit to be triggered. The execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Enogex Plan or Employment Agreement of the Enogex Group Entities that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, grant of additional service credits, distribution or increase in benefits or obligations to fund benefits with respect to any such Enogex Plan or Employment Agreement. There is no agreement, plan, contract or arrangement by which any Enogex Group Entity is bound to compensate or otherwise “gross up” any person for any state, local or federal taxes due or imposed on such person for any reason in respect of any Enogex Plan or Employment Agreement of the Enogex Group Entities or the benefits payable thereunder, including taxes, penalties or interest imposed, or otherwise due, pursuant to Sections 409A or 4999 of the Code. (m) There is no labor strike or labor dispute, slow-down, lockout or stoppage pending or, to the Knowledge of the CompanyOGE, no condition exists threatened with respect to any Company of the Enogex Related Employees. (n) As to any Enogex Plan that hasis subject to Title IV of ERISA, willthere has been no event or condition which presents the material risk of plan termination, no accumulated funding deficiency, whether or could result not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code (as each was in any Liability effect prior to 2008) has been incurred, no reportable event within the meaning of Section 4043 of ERISA (for which the disclosure requirements of Regulation section 4043.1 et seq., promulgated by the PBGC, have not been waived) has occurred and no failure to satisfy the minimum funding standards (as required by Section 302 of ERISA or Section 412 of the Code, as each is in effect after 2007), has occurred, whether or not waived, no notice of intent to terminate the plan has been given under Section 4041 of ERISA, no proceeding has been instituted under Section 4042 of ERISA to terminate the plan, no liability to the PBGC has been incurred (other than routine claims for benefits premium payments paid on a timely basis), and the actuarial present value of the benefit liabilities under Section 4001(a)(16) of ERISA does not exceed the current value of plan assets by more than $500,000, determined, as of the beginning of the most recent plan year for which such liabilities have been determined, in accordance with the assumptions used for funding the plan pursuant to Section 412 or 430, as applicable, of the Code. (o) As to any Enogex Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of such plan within the meaning of Section 411(d)(3) of the Code. 44 (p) Each trust funding an Enogex Plan that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code satisfies the requirements of such section and has received a favorable determination letter from the Internal Revenue Service regarding such exempt status and has not, since receipt of the most recent favorable determination letter, been amended or operated in a way which would adversely affect such exempt status. (q) With respect to any Employee Benefit Plan that is not listed in Section 4.15(b) of the OGE Disclosure Schedule but that is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to by any ERISA Affiliate of any Enogex Group Entity, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the PBGC has been incurred by any such ERISA Affiliate, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code (as each was in effect prior to 2008) has been incurred and no failure to satisfy the minimum funding standards (as required by Section 302 of ERISA or Section 412 of the Code, as each is in effect after 2007) has occurred, whether or not waived, (D) all contributions (including installments) to such plan required by Sections 302 or 303 of ERISA and Sections 412 or 430 of the Code have been timely made and (E) no circumstances exist or in the ordinary course future could exist that could subject any Enogex Group Entity or, after the consummation of businessthe transactions contemplated by this Agreement, the Company or any of its Subsidiaries or ERISA Affiliates, to any liability, including without limitation, any Tax or penalty under ERISA or the Code. (r) for No circumstance exists or future circumstance could arise that would lead any Enogex Group Entity or, after the transaction contemplated by this Agreement, the Company, to incur any ERISA Title IV liability or suffer the imposition of any Encumbrance on any of their assets with respect to liabilities relating to any Enogex Plan or any employee benefit plan subject to Title IV of ERISA that was sponsored, maintained or contributed to by (A) OGE, (B) an ERISA Affiliate of OGE, or (C) any ERISA Affiliate of any Enogex Group Entity, or to which HSE could be responsibleany of them had an obligation to contribute.

Employment and Benefits Matters. (a) The Company has delivered to HSE Schedule 3.11 sets forth a complete true and accurate correct list of all the full-time and part-time employees of the Company and all of its the Independent ContractorsCompany. Except as set forth on such Schedule, specifying whether they are employees of the Company or Independent Contractors thereofno employee is absent on military, their positionfamily, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting disability or other independent contractor feesextended leave of absence. The Company is not delinquent in payments to any employees for any wages, as applicablesalaries, and bonus opportunitiescommissions, date of hire (bonuses or date of engagement as an Independent Contractor)other direct compensation for any services performed by them. No strikes, grievances, work locationstoppages, length slow downs, lockouts or claims of serviceunfair labor practices are pending or, together with a notation next to the name Knowledge of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with Sellers, threatened, against the Company. (b) Section 3.14(bSchedule 3.11(b) of the Transferor Disclosure Schedule sets forth a complete and accurate list of each lists all Employee Benefit Plan of the Company or any ERISA Affiliate of the Company (each, the “Company Plan”). True, correct and complete copies of each Company Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished to HSE. There has also been furnished or made available to HSE, with respect to each such Company Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuationPlans. (c) Section 3.14(c) of the Transferor Disclosure Schedule sets forth a true and The Sellers have delivered complete list copies to Buyer of (i) each written Employee Plan, as amended to the Closing, together with all employees required audited or unaudited financial statements, as applicable, and actuarial reports for the three (whether full or part-time3) of the Company and most recent plan years, if any; (ii) all Employment Agreements between each funding vehicle with respect to each Employee Plan; (iii) the Company most recent and any employee other material determination letter, ruling or notice issued by any governmental or regulatory authority with respect to each Employee Plan; (iv) the Form 5500 Annual Report (or evidence of any applicable exemption) for the Company and all Contracts between three (3) most recent plan years to the Company extent such forms are required for any Employee Plan; (v) the most recent summary plan description and any Independent Contractorsummary of material modifications thereto which relates to any Employee Plan; and (vi) each other document, explanation or communication which describes any relevant aspect of any Employee Plan that is not disclosed in previously delivered materials. A description of any unwritten Employee Plans, including a description of any material terms thereof, is set forth in Schedule 3.11(c). (d) Neither the Company nor any ERISA Affiliate of the Company maintains or Each Employee Plan (i) has within the last six (6) years, maintained an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described been in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Plans (A) are compliance and have been maintained (in form and in operation) currently complies in all material respects in accordance form, and in operation in all respects, with their terms and with the all applicable provisions requirements of ERISA, the Internal Revenue Code and all of 1986, as amended (the "Code") or any other applicable Lawslaw, and has been operated in accordance with its terms; (Bii) if has been and is operated and funded in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax-exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto; and (iii) that is intended to be qualified under Section 401(a) of the Code, (i) have Code has received a favorable determination letter from the Internal Revenue ServiceService that such Employee Plan is so qualified, or are subject to an opinion letter, regarding and nothing has occurred since the date of such qualified status and (ii) have not, since receipt of the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, cause such determination letter to become unreliable. (Ce) do not provide, and have not provided, any post-termination of employment health, life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The Company is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, Company nor any ERISA Affiliate has at any time participated in or made contributions to or had any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law). (f) Except as set forth on Section 3.14(f) of the Transferor Disclosure Schedule, the Company is, and has been in the last three (3) years, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the Company, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the Company. To the Knowledge of the Company, all employees of the Company are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the Company is not a party to, bound by, or in negotiations liability with respect to, any Collective Bargaining Agreement; a plan which is (i) a "multiemployer plan" (as defined in Section 3(37) or 4001 of ERISA), (ii) the Company has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the Company; and (iv) to the Knowledge of the Company, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the Company. With respect to the Business and the employees of the Company: (i) there are no current or, to the Knowledge of the Company, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the Company, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Plan have been timely made and all Liabilities with respect to any Company Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt prohibited transactions a "multiple employer plan" (within the meaning of Section 406 413(c) of the Code), (iii) a "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA), or (iv) subject to Section 302 or Title IV of ERISA or Section 4975 412 of the Code) with respect to any Company Plan. (if) There are no actions, suits, investigations or claims pending or, to the Knowledge of the CompanyPrincipal Stockholders, threatened actionswith respect to any Employee Plan, lawsuits, claims or legal or arbitral proceedings of any kind in any forum the assets thereof (other than routine claims for benefits under a Company Plan) againstbenefits), and there are no facts which could reasonably give rise to any liability, action, suit, investigation, or claim against any Employee Plan, any fiduciary or plan administrator or other person dealing with any Employee Plan or the assets thereof. (g) No person has: (i) entered into any nonexempt "prohibited transaction," as such term is defined in ERISA and the Code, with respect to, to any Employee Plan; (ii) breached a fiduciary obligation with respect to any Employee Plan; or (iii) otherwise has any liability for any failure to act or comply in connection with the administration or investment of the Company Plans assets of any Employee Plan. (h) No Employee Plan provides medical, health, life insurance or their assets other welfare-type benefits to retirees or former employees or individuals who terminate (or have terminated) employment with any Employment Agreement between the Company and any of the employees of the Company or any Contracts ERISA Affiliate, or the spouses or dependents of any of the foregoing (except for limited continued medical benefit coverage for former employees, their spouses and other dependents as required to be provided under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA ("COBRA") or applicable similar state law). (i) Except as set forth on Schedule 3.11(i), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) entitle any employee, director, officer or independent contractor of the Independent ContractorsCompany to severance pay or any material increase in severance pay, nor is (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Employee Plan, (iv) otherwise give rise to any material liability under any Employee Plan, or (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Employee Plan on or following the Closing Date. No Employee Plan or any Employment Agreement under investigation or audit by any Governmental Entityother agreement, and there have not been any such proceedings in the last three (3) years that remain unresolvedprogram, and to the Knowledge of the Company, no basis therefor exists. (j) There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, policy or other legal or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum arrangement by or on behalf of any current or former employee of to which either the Company, applicant, person claiming to be an employee, Company or any classes ERISA Affiliate, are bound or are otherwise liable, by its terms or in effect, could reasonably be expected to require any payment or transfer of the foregoingmoney, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the Company, no basis therefor exists. There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions property or other legal consideration on account of or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent of the Company is or may be entitled to indemnification. To the Knowledge of the Company, the Company has not, and is not required by Law to have, an affirmative action plan, and to the extent that the Company is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity and no desk audit or onsite review is in progress with respect to any employee of the Company. The Company has not had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three (3) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would result in a “mass layoff” or “plant closing” any subsequent termination of employment which payment could constitute an "excess parachute payment" within the meaning of WARN or any comparable state LawSection 280G of the Code. (kj) The Company has timely paid or made provision has, for payment purposes of all accrued salarieseach relevant Employee Plan, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of correctly classified those individuals performing services for the Company as common law employees, leased employees, independent contractors or on account of employment. No vacation, sick or other paid leave payment will be owed by the Company to any employees of the Company upon consummation of, or as a result of, the transactions contemplated by this Agreement. No former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company or a Collective Bargaining Agreement. The Company is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Company, the terms and conditions of employment, or the working conditions of any employee agents of the Company. (k) All contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each Employee Plan, and all contributions and premium payments for any period ending on or before the Closing Date that are not yet due have been made to each Employee Plan or accrued in accordance with GAAP and past custom and practice of the Company on the Company Financial Statements. (l) No act, omission or transaction has occurred and, to the Knowledge Each Employee Plan which is a "non-qualified deferred compensation plan" (as such term is defined in Section 409A(d)(1) of the CompanyCode) has been and is (i) administered in compliance, no condition exists in all material respects, with the requirements of Section 409A of the Code and the final regulations issued and outstanding thereunder, and (ii) in a written form that complies with the requirements of Section 409A of the Code and final regulations issued and outstanding thereunder, such that, it could not reasonably be expected that, in the event of an audit by the Internal Revenue Service of either the Company or any individual participating in such Employee Plan, the additional Tax described in Section 409A(a)(1)(B) would be assessed against any such participant with respect to any Company Plan that hasbenefits due or accruing under such Employee Plan. (m) For purposes of this Agreement, will, or could result in any Liability (other than routine claims for benefits in the ordinary course of business) for which HSE could be responsible.following terms shall have the definitions set forth below:

Employment and Benefits Matters. (a) The Company Group has delivered not incurred any liability under the Worker Adjustment and Retraining Notification Act within the six (6) months prior to HSE a complete and accurate list of all the employees of the Company and all of its the Independent Contractors, specifying whether they are employees of the Company or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as an Independent Contractor), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the CompanyClosing. (b) Section 3.14(b3.17(b) of the Transferor Disclosure Schedule sets forth contains a complete and accurate correct list of all Employee Benefit Plans covering Company Employees or in which Company Employees are eligible to participate and Section 3.17(b) of the Disclosure Schedule separately identifies each Employee Benefit Plan that is sponsored by a member of the Company or any ERISA Affiliate of Group. With respect to each such material Employee Benefit Plan, the Company (each, has made available to the “Company Plan”). True, correct Buyer true and complete copies of, in each case where applicable: (i) each Employee Benefit Plan (or, if not written, a written summary of each Company Plan and any related documentsits material terms), including all amendments theretoplan documents, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and or other funding agreements that implement each such Company Planvehicles and all amendments thereto, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished to HSE. There has also been furnished or made available to HSE, with respect to each such Company Plan, if applicable, (ii) the most recent favorable determination or opinion letter issued by summary plan description, including any summary of material modifications, (iii) the three (3) most recent annual reports (Form 5500 series) filed with the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachmentsiv) and the most recent actuarial report or valuationother financial statement relating to such Employee Benefit Plan, (v) the most recent determination, advisory, or opinion letter, if any, issued by the Internal Revenue Service and any pending request for such a letter, (vi) the three (3) most recent nondiscrimination tests performed under the Code, (vii) all filings made with any Governmental Entity and (viii) any material, non-routine correspondence from any Governmental Entity with respect to such Employee Benefit Plan within the past three years. (c) Section 3.14(c) of the Transferor Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the Company and (ii) all Employment Agreements between the Company and any employee of the Company and all Contracts between the Company and any Independent Contractor. (d) Neither the Company nor any ERISA Affiliate of the Company maintains or has within the last six (6) years, maintained an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Each Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described complies in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA) or (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). (e) The Company Plans (A) are and have been maintained (all material respects in form and in operation) , and has been administered in all material respects in accordance with their with, its terms and all applicable Laws, including ERISA and the Code, and all contributions required to be made under the terms of any of the Employee Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company’s financial statements prior to the date of this Agreement. With respect to the Employee Benefit Plans, no Action is pending and to the Seller’s Knowledge, there exists no condition or set of circumstances in connection with which the applicable provisions of Company Group could be subject to any Liability (in each case, other than for routine benefit claims) under the terms of, or with respect to, such Employee Benefit Plans, ERISA, the Code and all or any other applicable Laws, law. (Bd) if Each Employee Benefit Plan which is intended to be qualified qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(7) of the Code, Code has either (i) have received a favorable determination letter from the Internal Revenue ServiceService as to its qualified status, or are subject to an opinion letter, regarding such qualified status and (ii) have not, since receipt of may rely upon a favorable prototype opinion letter from the most recent favorable determination or opinion letter, been amended or operated in a way that would adversely affect their qualified status, (C) do not provide, and have not provided, any post-termination of employment health, life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law), and (D) that are “nonqualified deferred compensation arrangements” under Code Section 409A, have been operated in compliance with the applicable provisions of Code Section 409A and the regulations issued thereunder. The Company is not required to pay, gross up or otherwise indemnify any individual for any Taxes or penalties, including for Taxes or penalties imposed under Code Section 409A. Neither the Company, nor any ERISA Affiliate has made any commitment to provide any persons any post-termination of employment health, or life insurance, or other welfare benefits or coverage, except as required under COBRA (or similar state or local law)Internal Revenue Service. (fe) Except as set forth on Section 3.14(f) of To the Transferor Disclosure ScheduleSeller’s Knowledge, the Company is, and there has been in the last three (3) years, in compliance in all material respects with all applicable Laws relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information. There are no pending, or to the Knowledge of the Company, threatened grievance or arbitration demands or proceedings, whether or not filed pursuant to a Collective Bargaining Agreement, with respect to the Business or the employees of the Company. To the Knowledge of the Company, all employees of the Company are lawfully authorized to work in the United States according to federal immigration Laws. (g) With respect to certain labor matters: (i) the Company is not a party to, bound by, or in negotiations with respect to, any Collective Bargaining Agreement; (ii) the Company has not agreed to recognize any union or other collective bargaining representative; (iii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any of the employees of the Company; and (iv) to the Knowledge of the Company, no union or other collective bargaining representative claims to be the exclusive bargaining representative of any of the employees of the Company. With respect to the Business and the employees of the Company: (i) there are no current or, to the Knowledge of the Company, threatened organizational campaigns, petitions or other unionization activities and there have been no such any such activities within the past three (3) years that remain unresolved; (ii) there is no current, pending, or, to the Knowledge of the Company, threatened strikes, disputes, slowdowns, work stoppages or other labor controversies and there have been no such activities within the past three (3) years that remain unresolved; and (iii) there are no unfair labor practice complaints or any union representation questions or certification petitions pending before the National Labor Relations Board and there have been no such complaints, questions or petitions within the last three (3) years that remain unresolved. (h) All contributions or payments required to be made to or with respect to any Company Plan have been timely made and all Liabilities with respect to any Company Plan are properly reflected in the Financial Statements in accordance with GAAP. There have been no non-exempt prohibited transactions transaction (within the meaning of Section 406 of ERISA or Section 4975 of the CodeCode and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Employee Benefit Plan. Neither the Company, nor to the Seller’s Knowledge, any other person or entity has any express or implied commitment to modify, change or terminate any Employee Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. There are no pending, or to the Seller’s Knowledge, threatened, suits, administrative proceedings, actions or other litigation against or with respect to any such Employee Benefit Plan (other than routine claims for benefits), including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (f) No Employee Benefit Plan is a Multiemployer Plan or is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code, and neither the Company nor any ERISA Affiliate sponsors, maintains, participates in, contributes to or is required to participate in or contribute to or at any time in the past six (6) years has sponsored, maintained, participated in, contributed to, or has been required to participate in or contribute to a Multiemployer Plan or an employee benefit plan subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code. No member of the Company Group nor any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. No Employee Benefit Plan provides, nor does the Company or any member of the Company Group have or reasonably expect to have any obligation to provide, retiree or postemployment health, welfare or life insurance or benefits to any current or former employee, officer, director or consultant of the Company (other than continuation coverage under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Neither the Company nor any ERISA Affiliate has, in the past six (6) years, maintained, established, sponsored, participated in, or contributed to, any (i) “multiple employer plan” as defined in ERISA or the Code, or (ii) a “funded welfare plan” within the meaning of Section 419 of the Code. No Employee Benefit Plan provides health benefits that are not fully insured through an insurance contract. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment, acceleration or creation of any rights of any person to benefits under any Employee Benefit Plan. No amount that could be received (whether in cash, property, the vesting of property or otherwise) as a result of or in connection with the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event) or by any of the Transaction Documents, by any employee, officer, director or other service provider of the Company Group who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Employee Benefit Plan provides, and the Company does not have an obligation to, gross-up, make-whole or otherwise compensate any current or former employee, officer, director or consultant of the Company for any Taxes. (h) Each Employee Benefit Plan that is a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in compliance in all material respects with Section 409A of the Code through the date hereof. 20 (i) Except as set forth on Section 3.17(i) of the Disclosure Schedule, there does not now exist, nor do any circumstances exist that could result in, any Employee Benefit Plan Liability that would be, or could become, a Liability, contingent or otherwise, following the Closing Date of Buyer or any of its Affiliates, including the Company. (j) The members of the Company Group are, and for the past three (3) years have been, in compliance in all material respects with all applicable foreign, federal, state and local Laws respecting labor and employment, including all such Laws regarding employment practices, collective bargaining, terms and conditions of employment, prohibited discrimination, harassment and retaliation, equal employment, fair employment practices, recordkeeping, employee leave, immigration, wages and hours, and employee and contractor classification. As of the Closing Date all present and former employees of the Company Group and contractors who have provided services to the Company Group will have been paid all wages, fees and/or other money owed to such individuals for services provided to the Company Group as of such date. (k) No member of the Company Group is a party or subject to any collective bargaining agreement or other contract with a labor union or similar representative of Company Employees and no collective bargaining agreement is currently being negotiated by a member of the Company Group. No Company Employee is represented by a labor union or similar representative with respect to such employee’s employment by the Company Group and, to the Knowledge of the Seller, there is no proceeding, petition, or campaign by a labor union or any similar representative to become the collective bargaining representative of any Company Employee. There are is no strike, slowdown, work stoppage or other labor disturbance against any member of the Company Group pending or, to the Knowledge of the CompanySeller, threatened actions, lawsuits, claims or legal or arbitral proceedings of any kind in any forum (other than routine claims for benefits under a Company Plan) against, or with respect to, any of the Company Plans or their assets or any Employment Agreement between the Company and any of the employees of the Company or any Contracts with the Independent Contractors, nor is any such Company Plan or any Employment Agreement under investigation or audit by any Governmental Entity, and there have not been any such proceedings in the last three (3) years that remain unresolved, and to the Knowledge of the Company, no basis therefor exists. (j) threatened. There are no pending proceedings pending, or, to the Knowledge of the CompanySeller, threatened actionsthreatened, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, relating to any labor or other legal employment matters (including any matters referenced in Section 5.21(f) above) involving any Company Employee or arbitral proceedings (other than routine qualification determination filings) of any kind in any forum by or on behalf of any current contractor or former employee of the Company, applicant, person claiming to be an employee, or contractor or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Law relating to employment and employment practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three (3) years that remain unresolved, and to the Knowledge of the Company, no basis therefor exists. There are no pending or, to the Knowledge of the Company, threatened actions, lawsuits, claims, petitions, charges, investigations, complaints, proceedings, demands, actions or other legal or arbitral proceeding (other than routine qualification determination filings) of any kind in any forum in which any current or former director, officer, employee or agent member of the Company is Group, in each case, that would individually or may in the aggregate reasonably be entitled expected to indemnification. To the Knowledge of the Company, be material to the Company has notGroup, and is not required by Law to have, an affirmative action plan, and to the extent that the Company is obligated to develop and maintain an affirmative action plan, no claim, show cause notice, conciliation proceeding, sanction or debarment proceeding is pending with the Office of Federal Contract Compliance Programs or other Governmental Entity and no desk audit or onsite review is in progress with respect to any employee of the Company. The Company has not had a “mass layoff” or “plant closing” within the meaning of the Workers Adjustment and Retraining Notification Act (“WARN”) or any comparable state Law within the last three (3) years for which there is any outstanding Liability, and the Company does not plan to take any action in connection with the transactions contemplated by this Agreement that would result in a “mass layoff” or “plant closing” within the meaning of WARN or any comparable state Law. (k) The Company has timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to current or former employees of the Company or on account of employment. No vacation, sick or other paid leave payment will be owed by the Company to any employees of the Company upon consummation of, or taken as a result of, the transactions contemplated by this Agreement. No former employee of the Company or person claiming to be or have been an employee has a right to be recalled, reinstated, or restored to employment under any agreement, Law, or policy or practice of the Company or a Collective Bargaining Agreement. The Company is not a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee of the Company, the terms and conditions of employment, or the working conditions of any employee of the Companywhole. (l) No act, omission or transaction has occurred and, to the Knowledge Section 3.17(l) of the CompanyDisclosure Schedule sets for a complete and accurate list that sets forth each employee of any member of the Company Group, no condition exists with respect including each employee of Seller whose employment will be transferred to any member of the Company Plan that has, will, Group immediately prior to Closing (each a “Company Employee”) and his or could result in any Liability her: (i) employing entity; (ii) job title and location of employment; (iii) base salary or hourly rate of pay; (iv) status as exempt or non-exempt under the Fair Labor Standards Act and comparable state Law; (v) bonus compensation and other than routine claims for benefits in the ordinary course of business) compensation paid for which HSE could be responsiblehe or she is eligible; (vi) hire date and service date (if different); and (vii) leave status (including nature and expected duration of any leave).